-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EILgO5DqL7tt6Devg7CnxUZ6ImuMfBkqEK7PJWKJcnkOzFkWgjxo1M4LS4goXiLD Vhji199f9AGesTl+ECIAmQ== 0000026058-10-000027.txt : 20101201 0000026058-10-000027.hdr.sgml : 20101201 20101201142829 ACCESSION NUMBER: 0000026058-10-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101201 DATE AS OF CHANGE: 20101201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04639 FILM NUMBER: 101224464 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 form8k.htm FORM 8-K 12-1-10 form8k.htm
 

 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report:  December 1, 2010
 
 
CTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
Indiana
1-4639
35-0225010
(State or Other Jurisdiction of Incorporation)
(Commission File Numbers)
(I.R.S. Employer Identification Nos.)
     
905 West Boulevard North
   
Elkhart, Indiana
 
46514
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
Registrant's Telephone Number, Including Area Code:       (574) 523-3800
 

Not Applicable
 
(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:
 
q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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


 
 

 

Item 1.01               Entry into Material Definitive Agreement.

On December 1, 2010, CTS Corporation, an Indiana Corporation (the “Company”) entered into an Indemnification Agreement with Diana Mather Murphy in the form described in Exhibit 10.1 to the Current Report on Form 8-K dated November 12, 2008.

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Also on December 1, 2010, the Company announced that its Board of Directors has elected Diana Mather Murphy to serve as a director of the Company, increasing the size of the Board of Directors from eight to nine.

Ms. Murphy is currently the Managing Director of Rocksolid Holdings, LLC, a private equity firm.  She is also a director of Landstar System, Inc., GRA Venture Fund, LLC, the Costal Bank of Georgia, and various other private companies and charitable organizations.

Ms. Murphy will be entitled to receive the same compensation for service as a director as is provided to the Company's other non-employee directors, as described in the Company's most recent proxy statement filed with the Securities and Exchange Commission dated April 20, 2010.

A copy of the Company's press release dated December 1, 2010, announcing the election of Ms. Murphy to the Board of Directors, is attached hereto as Exhibit 99.1.


 

 
 

 

Item 9.01                      Financial Statements and Exhibits.
 
   
(d)
Exhibits.
 
99.1  Press Release issued by CTS Corporation dated December 1, 2010 regarding the election of Diana Mather Murphy as a director.
   

 

 
 

 


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

 
 

CTS CORPORATION
 
 
 
/s/ Richard G. Cutter, III
By:
Richard G. Cutter, III
 
Vice President, Secretary and General Counsel


 
Date:  December 1, 2010
 

 

 
 

 

EXHIBIT INDEX
 

 
Exhibit No.
Exhibit Description
99.1
Press Release issued by CTS Corporation dated December 1, 2010 regarding the election of Diana Mather Murphy as a director.
   


EX-99.1 2 ex99_1.htm EXHIBIT 99.1 12-1-10 ex99_1.htm


 
                                           newsrelease 
CTS CORPORATION  Elkhart, Indiana 46514 (574) 523-3800       
                                                   December 1, 2010
FOR RELEASE:  Immediately
 

DIANA MATHER MURPHY JOINS CTS BOARD


Elkhart, IN…CTS Corporation (NYSE: CTS) announced that effective today Diana Mather Murphy has joined its Board of Directors.  Ms. Murphy is the Managing Director of Rocksolid Holdings, LLC in Sea Island, Georgia, a private equity firm in the Southeast, and currently sits on the Boards of Landstar System, Inc., GRA Venture Fund, LLC and the Coastal Bank of Georgia.

Prior to her present position, Ms. Murphy was Managing Director of Chartwell Capital Management Company of Jacksonville, Florida.  During her career, she has held key positions at Strategic Media Research, Inc., as Interim President, and the Baltimore Sun Company as Senior Vice President, Advertising and Marketing.

Ms. Murphy received her BS degree from West Virginia University and her Advanced Executive Business Degree from Northwestern University.

Commenting on CTS’ newest Board member, Chairman and Chief Executive Officer, Vinod M. Khilnani stated, “Diana is an excellent addition to our Board.  She brings a variety of investment and marketing experiences which we believe will make her a strong contributor.”

The addition of Ms. Murphy brings the CTS Board to nine members, all of whom are independent members, except Chairman and Chief Executive Officer, Vinod M. Khilnani.


About Rocksolid Holdings, LLC
Rocksolid Holdings, LLC is a private equity firm that invests in small businesses and real estate and provides business consulting services in the Southeastern United States.

About CTS
CTS is a leading designer and manufacturer of electronic components and sensors and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, communications, medical, defense and aerospace, industrial and computer markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS.”  To find out more, visit the CTS Web site at www.ctscorp.com.

Safe Harbor Statement
This press release contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events and any other statements that are not based solely on historical fact. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to dif fer materially from those presented in the forward-looking statements, including, without limitation: changes in the economy generally and in respect to the businesses in which CTS operates; pricing pressures and reduction in demand for CTS’ products, especially if economic conditions do not recover or continue to worsen in CTS’ served markets, including but not limited to: the automotive, computer equipment or communications markets; disruption, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged by CTS and the availability and cost of credit in the future; the financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability or ongoing viability; risks associated with CTS’ international operations, including trade and tariff barriers; currency fluctuations and their effects on our results of ope rations and financial position; changes in performance of equity and debt markets that could affect the valuation of the assets in CTS’ pension plans and the accounting for pension assets, liabilities and expenses; political and geopolitical risks; rapid technological change in the automotive, communications and computer industries; reliance on key customers; CTS’ ability to protect its intellectual property; and potential costs and liabilities related to the recent Toyota recall. For more detailed information on the risks and uncertainties associated with CTS’ business, see the reports CTS files with the Securities and Exchange Commission available at http://www.ctscorp.com/investor_relations/investor.htm.  CTS undertakes no obligation to publicly update its forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.< /div>


Contact:                Donna L. Belusar, Senior Vice President and Chief Financial Officer, or
Mitchell J. Walorski, Director of Investor Relations
CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
Telephone (574) 523-3800  FAX (574) 293-6146

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