8-K

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): May 5, 2004

CTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-4639	35-0225010
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

905 West Boulevard North, Elkhart, IN 46514
(Address of principal executive offices, including zip code)

(574) 293-7511
(Registrant’s telephone number, including area code)

NA
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
Press Release

Item 5. Other Events and Regulation FD Disclosure.

     On May 5, 2004, CTS Corporation issued a press release announcing the pricing of its offering of $60 million aggregate original principal amount of its 2.125% Convertible Senior Subordinated Notes due 2024 in a private placement to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of such press release.

Item 7. Financial Statements and Exhibits.

	Exhibits
99.1	Press Release of CTS Corporation dated May 5, 2004.

SIGNATURE

     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/ Richard G. Cutter
	Name:	Richard G. Cutter
	Title:	Vice President, Secretary and General Counsel

Date: May 5, 2004

Exhibit Index

Exhibit Number	Description
99.1	Press Release of CTS Corporation dated May 5, 2004

EX-99.1

Exhibit 99.1

CTS PRICES $60 MILLION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

Elkhart, IN...CTS Corporation (NYSE:CTS) today announced the pricing of its offering of $60 million of Convertible Senior Subordinated Notes due 2024. The notes are general unsecured senior subordinated obligations of CTS and will only be offered or sold to qualified institutional buyers within the United States in accordance with Rule 144A under the Securities Act of 1933, as amended.

The notes will bear interest at a rate of 2.125% per year and will be convertible into CTS common stock, at the option of the holder, at a price of $15.00 per share, which is equivalent to an initial conversion rate of approximately 66.6667 shares per $1,000 principal amount of the notes. The conversion price represents a 36.24% premium over the closing price of CTS common stock on May 5, 2004.

Holders may require CTS to purchase for cash all or part of their notes on May 1, 2009, May 1, 2014 and May 1, 2019, or upon the occurrence of certain events, at 100% of the principal amount of the notes plus accrued and unpaid interest up to, but not including, the date of purchase. CTS may redeem for cash all or a portion of the notes at any time on or after May 1, 2009, at 100% of the principal amount of the notes plus accrued and unpaid interest up to, but not including, the date of redemption.

The offering is expected to close on May 11, 2004, subject to customary closing conditions. CTS has granted the initial purchaser of the notes an option to purchase, within 30 days from May 5, 2004, up to an additional $10 million aggregate principal amount of notes.

CTS intends to use the net proceeds from the offering to repay debt outstanding, including its industrial revenue bonds with a principal amount of $40 million at a weighted average interest rate of 7.5%, due in 2013, and for general corporate purposes, including future potential acquisitions of businesses, product lines or technologies.

          This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Unless so registered, the notes and common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.