-----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, JtRkfs/MVQ23cJw/Q1HUaZOLLChjmypvCrXeiD0zWcQUAv8ZvrnZFGUwZLmpemdv xnQcOSXWP3wcmHU8iG34Ng== 0000026058-11-000006.txt : 20110209 0000026058-11-000006.hdr.sgml : 20110209 20110209152745 ACCESSION NUMBER: 0000026058-11-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110209 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: 20110209 DATE AS OF CHANGE: 20110209 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: 11586915 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 8K 2-9-11 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 (Date of Earliest Event Reported): February 9, 2011 (February 3, 2011)
 
 
CTS CORPORATION
(Exact Name of Company as Specified in Its Charter)
 
 
Indiana
1-4639
35-0225010
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
(I.R.S. Employer Identification No.)
905 West Boulevard North
   
Elkhart, Indiana
 
46514
(Address of Principal Executive Offices)
 
(Zip Code)
 
Company’s Telephone Number, Including Area Code:     (574) 523-3800
 
 

(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 Company 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 February 3, 2011, CTS Corporation, an Indiana corporation (the “Company”) entered into an Indemnification Agreement with Gordon Hunter 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 February 3, 2011, the Company announced that its Board of Directors has elected Gordon Hunter to serve as a director of the Company.

Mr. Hunter is currently the Chairman, President, and Chief Executive Officer of Littelfuse, Inc., a publicly traded corporation.  He is also a member of the Board of Directors of Veeco Instruments, Inc. and serves on the Council of Advisors of Shure Incorporated.

As the Company made equity grants to its directors in December 2010 for 2011 service, Mr. Hunter will receive a special restricted stock unit grant with a market value equivalent to $60,000 in February, 2011, which will be settled in CTS stock in March, 2011, unless deferred, in order to equalize Mr. Hunter’s equity compensation for 2011 service with that of other directors.   Thereafter, he will be entitled to receive the same compensation for service 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 February 3, 2011, announcing the election of Mr. Hunter 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 February 3, 2011 regarding the election of Gordon B. Hunter 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



By:           /s/Anastacia S. Knapper                                                                      
Name:             Anastacia S. Knapper
Title:              General Counsel and Assistant Secretary


 
Date:  February 9, 2011
 

 

 
 

 

EXHIBIT INDEX
 

 
Exhibit No.
Exhibit Description
99.1
Press Release issued by CTS Corporation dated February 3, 2011 regarding the election of Gordon B. Hunter as a director.
   


EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

 
                                                             newsrelease      
CTS CORPORATION  Elkhart, Indiana 46514  (574) 523-3800            

February 3, 2011            
FOR RELEASE:  Immediately


GORDON B. HUNTER JOINS CTS BOARD

Elkhart, IN…CTS Corporation (NYSE: CTS) announced that effective today Gordon B. Hunter has been elected to its Board of Directors.  Mr. Hunter is the Chairman, President and Chief Executive Officer of Littelfuse, Inc. (NASDAQ: LFUS) and currently sits on the Board of Veeco Instruments Inc. (NASDAQ:  VECO).

Mr. Hunter’s background and experience as a sitting CEO in an industry with similar markets and customers as CTS will be tremendously valuable.  His international manufacturing experience in Asia and strong product development background will benefit CTS’ growth strategies.

Prior to his present position, Mr. Hunter was Chief Operating Officer at Littelfuse, Inc.; Vice President, Optical Communications at Intel Corporation; Chief Executive Officer at Calmar Optcom, Inc.; and President of both Elo TouchSystems and Raychem HTS while at Raychem Corporation (now Tyco Electronics).  Mr. Hunter received his BS degree from the University of Liverpool, England and his MBA from the London Business School, England.

Commenting on CTS’ newest Board member, Chairman and Chief Executive Officer, Vinod M. Khilnani stated, “I am pleased with the addition of Mr. Hunter to our Board. In addition to his current CEO experience at a global company in an industry similar to CTS, he has experience with acquisition-driven growth and a desire to drive more growth through product innovation. He also brings an excellent understanding of R&D and commercialization around highly technical products, sound strategic acumen and international expertise to our Board.”

 

 
About Littelfuse
Littelfuse is the worldwide leader in circuit protection, offering the industry’s broadest and deepest portfolio of circuit protection products and solutions. Backed by industry-leading technical support, design and manufacturing expertise, Littelfuse products are vital components in virtually every product that uses electrical energy, including portable and consumer electronics, automobiles, industrial equipment and telecom/datacom circuits. In addition to its Chicago, Illinois, world headquarters, Littelfuse has over 20 sales, distribution, manufacturing and engineering facilities in the Americas, Europe and Asia. For more information, please visit Littelfuse’s Web site at www.littelfuse.com.

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; 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 operations 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 customer recalls. 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.

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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