0001477294-12-000039.txt : 20121023 0001477294-12-000039.hdr.sgml : 20121023 20121023171322 ACCESSION NUMBER: 0001477294-12-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121023 DATE AS OF CHANGE: 20121023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding N.V. CENTRAL INDEX KEY: 0001477294 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 121156995 BUSINESS ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM BUSINESS PHONE: 31-546-979-450 MAIL ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 8-K 1 form8k101712.htm FORM 8-K form8k101712
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 __________________________________________
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2012
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
 
 __________________________________________

The Netherlands
 
001-34652
 
98-0641254
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
31-546-879-555
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
 __________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 








Item 1.01 Entry Into a Material Definitive Agreement
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 9.01 Financial Statements and Exhibits
SIGNATURES



2


Item 1.01
Entry Into a Material Definitive Agreement.
On October 17, 2012, Sensata Technologies Korea Ltd. ("Sensata Korea"), an indirect, wholly-owned subsidiary of Sensata Technologies Holding N.V. (the "Company"), entered into a voluntary separation agreement (the "Agreement") with its recently organized direct labor employees at its JinCheon, South Korea facility.
The Agreement, between Sensata Korea and the Korean Metal Workers' Sensata Sub-Branch, provides for a voluntary separation program under which Sensata Korea's employees working in its facility will cease employment on October 23, 2012 and enter into a contract labor agreement for a period of three months. The Agreement provides employees working in its facility as of the date of the Agreement a severance allowance.
The Agreement enables the Company to commit to the actions described under Item 2.05 of this Current Report on Form 8-K.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, translated in English, which is attached as Exhibit 10.1 and is incorporated in this report by reference.

Item 2.05
Costs Associated with Exit or Disposal Activities.

On October 17, 2012, Sensata Korea entered into the Agreement, described under Item 1.01, enabling the Company to commit to ceasing manufacturing at its South Korean facility and move its production lines to its higher volume facilities which are located close to its customers. The Company expects these actions to be completed in 2013.  

As a result of these actions, the Company estimates a total pre-tax charge of $25 million to $30 million, including $12 million to $13 million of workforce reduction costs, and the remainder associated with facility exit and other costs. Of the total expected cost, approximately $22 million to $27 million will be cash expenditures.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
10.1 Agreement, dated as of October 17, 2012, by and among Sensata Technologies Korea Ltd. and the Korean Metal Workers' Union*.



 












* Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Application is being made to the Securities and Exchange Commission (the “SEC”) seeking confidential treatment of such confidential portions under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. This exhibit is being filed separately with the SEC without redactions in connection with registrant’s confidential treatment request.

3



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
 
 
SENSATA TECHNOLOGIES HOLDING N.V.
 
 
 
 
 
 
 
/s/ Robert Hureau
Date: October 23, 2012
 
 
 
Name: Robert Hureau
 
 
 
 
Title: Chief Financial Officer
 



4


EXHIBIT INDEX
 

Exhibit No.
 
Description
 
 
10.1
 
Agreement, dated as of October 17, 2012, by and among Sensata Technologies Korea Ltd. and the Korean Metal Workers' Union*.
 

* Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Application is being made to the Securities and Exchange Commission (the “SEC”) seeking confidential treatment of such confidential portions under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. This exhibit is being filed separately with the SEC without redactions in connection with registrant’s confidential treatment request.


5
EX-10.1 2 agreement.htm AGREEMENT agreement

[Translation]
Agreement



Sensata Technologies Korea Ltd. (hereinafter, the “Company”) and the Sensata Sub-Branch of the Daejeon Chungbuk Branch of the Korean Metal Workers' Union, (collectively referred to hereinafter as the “Union”) hereby agree to execute this Agreement on any and all matters including the ongoing collective bargaining agreement as follows:

1.
The Union and the Company agree to implement the Voluntary Separation Program as follows:

A.
Eligibility: Regular and contract employees working in the Jincheon Factory as of the date of this Agreement (except for employees under the fixed term employment agreement after separation under the previous Voluntary Separation Program and employees of IBU, EP/SP business, and CS departments).

B.
Date of Separation: October 23, 2012

C.
Severance allowance:
(1) Normal Severance: It shall be paid pursuant to the Rules of Employment.
(2) Special Voluntary Separation Severance

[***]

(3) Period of payment
a. Normal Severance: It shall be paid within fourteen (14) days from the effective date of separation
b. Special Voluntary Separation Severance: It shall be paid within seven (7) days from the separation date on the condition that all requirements in accordance with this Agreement are satisfied.

D.
Special Voluntary Separation Severance shall be paid on the conditions that (i) all of the eligible employees apply for the Voluntary Separation Program under this Agreement and

Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.


the Company provides approval of all employees' application and (ii) this Agreement is performed by the Union and employees applying for the Voluntary Separation Program.

E.
Conclusion of an employment agreement on a fixed-term basis: All of employees applying for the Voluntary Separation Program shall enter into an employment agreement on a fixed-term basis for three (3) months and faithfully perform their duties during the term of the agreement. The fixed-term of the employment agreement may be extended or shortened according to the production management plan of the Jincheon Factory. The Company may terminate the employment agreement by notifying the concerned employee of the expiration date designated by the Company at least one (1) month prior to the intended date of expiration. However, in the event that the concerned employees fail to perform their duties for three (3) months, they shall return the Special Voluntary Separation Severance to be paid.

F.
Announcement period of the Voluntary Separation Program: It shall be from October 18, 2012 to October 22, 2012.

2.
Operation of the Jincheon Factory

A.
The Union shall cooperate with the Company in order to secure the level of production based on the Company's production management plan of the Jincheon Factory.

B.
The Union shall cooperate with the smooth transfer of the production lines outside of Korea in accordance with the Company' transfer plan.

C.
The Union agrees on the use of contract employees or outsourcing, if deemed necessary by the Company based on the Company's production management plan for the Jincheon Factory, including for circumstances such as resignations of the Union members, etc.

3.
Entire agreement

The Company and the Union acknowledge that all matters between the Company and the Union are settled by this Agreement and the Company shall withdraw the ongoing application for the mediation after the execution of this Agreement.




4.
Compliance with the Agreement

A.
The Company and the Union shall perform this Agreement in good faith.
B.
For the fulfillment of this Agreement, the Company shall implement the Voluntary Separation Program and the Union shall fulfill agreed duties, including submission of the Application for Voluntary Separation.
C.
Special Voluntary Separation Severance shall be paid within seven (7) days from the effective separation date. Otherwise, this Agreement shall be deemed as null and void.

October 17, 2012


Sensata Technologies Korea Ltd.
 
/s/ Seung-Dae Kim
Seung-Dae Kim
Factory Manager

The Korean Metal Workers' Union Sensata Sub-Branch
 
/s/ Eun-Mi Kim
Eun-Mi Kim
Head of Sub-Branch