-----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, CQ2iJ79cdF4hLrcg3592dlIB40UmlsiIjet0Ma6XA67/uUorZrrMMUt7dIpbI2pP rOZduoFrT8JhbDunOndgLw== 0000950137-02-001005.txt : 20020415 0000950137-02-001005.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950137-02-001005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020301 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020301 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: 02564646 BUSINESS ADDRESS: STREET 1: 905 W BLVD N CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 c67815e8-k.txt CURRENT REPORT 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): March 1, 2002 (March 1, 2002) CTS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Indiana 1-4639 35-0225010 (State or Other Jurisdiction (Commission File Numbers) (I.R.S.Employer of Incorporation) Identification Nos.) 905 West Boulevard North Elkhart, Indiana 46514 (Address of Principal Executive Offices) (Zip Code) Registrants' Telephone Number, Including Area Code: (574) 293-7511 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS. On March 1, 2002, CTS Corporation (the "Company") filed a prospectus supplement with the Securities and Exchange Commission relating to the sale of 1,000,000 shares of its Common Stock to an institutional investor pursuant to a previously filed shelf registration statement on Form S-3 (Reg. No. 333-90697). In connection therewith, the opinion of counsel is filed herewith and is attached as an exhibit. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibits are filed with this report: Exhibit No. Exhibit Description 5.1 Opinion of Richard G. Cutter, Esq., Vice President, Secretary and General Counsel of the Company 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 thereunto duly authorized. CTS CORPORATION /s/ Richard G. Cutter ----------------------------------- By: Richard G. Cutter Vice President, Secretary and General Counsel Date: March 1, 2002 EXHIBIT INDEX Exhibit No. Exhibit Description 5.1 Opinion of Richard G. Cutter, Esq., Vice President, Secretary and General Counsel of the Company EX-5.1 3 c67815ex5-1.txt OPINION OF RICHARD G. CUTTER Exhibit 5.1 CTS CORPORATION 905 West Boulevard North Elkhart, Indiana 46514 March 1, 2002 CTS CORPORATION 905 West Boulevard North Elkhart, Indiana 46514 Re: Sale of 1,000,000 Shares of Common Stock, without par value Ladies and Gentlemen: I am Vice President, Secretary and General Counsel of CTS Corporation, an Indiana corporation (the "Company"), and have acted as counsel to the Company in connection with the issuance and sale of 1,000,000 shares of Common Stock, without par value, of the Company (the "Shares") to an institutional investor. In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitation stated herein, I am of the opinion that the Shares are duly authorized and, when issued and delivered against payment of the consideration therefor, will be validly issued, fully paid, and nonassessable. In rendering the foregoing opinion, I have relied as to certain factual matters upon certificates of officers of the Company, and I have not independently checked or verified the accuracy of the statements contained therein. In rendering the foregoing opinion, my examination of matters of law has been limited to the laws of the State of Indiana, including the applicable provisions of the Indiana Constitution, as in effect on the date hereof. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K in order to supplement the Registration Statement No. 333-90697 on Form S-3 (the "Registration Statement") filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the "Act") and to the reference to me under the caption "Legal Matters" in the Prospectus constituting a part of such Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Richard G. Cutter -----END PRIVACY-ENHANCED MESSAGE-----