0000026058-13-000012.txt : 20130614 0000026058-13-000012.hdr.sgml : 20130614 20130614163943 ACCESSION NUMBER: 0000026058-13-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130613 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130614 DATE AS OF CHANGE: 20130614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] 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: 13914709 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5745233800 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 file8-k.htm FILE 8-K 6-11-13 file8-k.htm


 
 

 
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):  June 11, 2013


CTS CORPORATION
(Exact Name of Registrant as Specified in 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 (see General Instruction A.2.):

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

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

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

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

 
 

 



Item 2.05
Costs Associated with Exit or Disposal Activities

On June 11, 2013, CTS Corporation, an Indiana Corporation (the “Company”), issued a press release announcing a restructuring to improve capacity utilization and operating profit.  The Company will simplify its global footprint by consolidating manufacturing facilities into existing locations.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 8.01
Other Events.

On June 11, 2013, the Board of Directors of the Company authorized a program for the repurchase of up to one million of the Company’s outstanding common shares, in the open market or in privately negotiated transactions.  The one million shares represent approximately three percent of the Company’s 33.6 million outstanding common shares. This repurchase authorization will replace the Company’s current stock buyback authorization after the remaining 318,100 shares available under the current program are repurchased.  The purchases will be made from generally available funds of the Company.  The amount, timing and price of purchases will depend on market conditions and other factors.


Item 9.01              Financial Statements and Exhibits.

(d)  
Exhibits.

The following exhibits are filed with this report:

Exhibit No.                                Exhibit Description
 
99.1                                    Press Release dated June 11, 2013
 

 

 


 
 

 

 
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.


 
CTS CORPORATION



By:           /s/ John R. Dudek                                                      
Name:            John R. Dudek
Title:              Vice President, General Counsel and Secretary

Date:  June 14, 2013

 
 

 

EXHIBIT INDEX
 

 
Exhibit No.                                Exhibit Description
 
99.1                                    Press Release dated June 11, 2013
 

EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 6-11-13 exhibit99_1.htm


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

June 11, 2013   
FOR RELEASE:  Immediately

CTS CORPORATION ANNOUNCES INITIAL STEPS IN BUSINESS SIMPLIFICATION AND ADDITIONAL STOCK BUYBACK AUTHORIZATION

Elkhart, IN... CTS Corporation (NYSE:  CTS) today announced the following:

Global Footprint Optimization and Restructuring
To improve capacity utilization and operating profit on a go-forward basis, CTS will simplify its global footprint by consolidating manufacturing facilities into existing locations. With fewer manufacturing facilities, this plan still allows the Company sufficient capacity to grow. This process has already started in Singapore and the Company has entered into a period of consultation with employees at its operation located in Glasgow, Scotland.  Additional optimizations are being evaluated along with the implementation of a leaner corporate cost structure.

The costs associated with these actions are expected to be included in a restructuring beginning this quarter. The Company estimates that the pre-tax restructuring charge, assuming all the plans proceed, will total approximately $16 - $20 million, including $10 to $15 million during 2013 and the balance in 2014.  Approximately one-third of the total cost is expected to be non-cash. The anticipated annualized go-forward cost savings from the steps announced today are expected to be in the range of $8 - $10 million once fully implemented in 2014, a portion of which will be realized beginning in the second half of this year.

Kieran O’Sullivan, CEO, commented, “The measures announced today are part of a larger strategic evaluation initiated by the management team earlier this year. These initial actions will improve our manufacturing utilization, increase overall efficiency and better position the Company for more profitable future growth.  We understand that these are very difficult actions for affected employees and their families and we are committed to assisting all impacted individuals.”

Cash Repatriation and Stock Buyback Authorization
The Company will repatriate approximately $30 million to the U.S. from Singapore.  The funds will be used to pay down debt and buyback shares.  While this transfer of funds will have a book tax cost of approximately $0.33 per diluted share, such cost is essentially cash-free due to the availability of net operating loss carryforward. The Board of Directors has authorized the repurchase of up to an additional one million of the Company’s outstanding common shares to supplement the Company’s current stock buyback program. Shares will be purchased from time to time in open-market transactions or otherwise. 

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
This document 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. Forward-looking statements are based on management’s expectations, certain assumptions and currently available information. 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 certain risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements. Examples of factors that may affect future operating results and financial condition include, but are not limited to: changes in the economy generally and in respect to the businesses in which CTS operates; unanticipated issues in integrating acquisitions; rapid technological change; general market conditions in the automotive, communications, and computer industries, as well as conditions in the industrial, defense and aerospace, and medical markets; reliance on key customers; unanticipated natural disasters or other events; the ability to protect our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. Many of these, and other, risks and uncertainties are discussed in further detail in Item 1.A of the Annual Report on Form 10-K. We undertake no obligation to publicly update our forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.


Contact:                Thomas A. Kroll, 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