-----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, WfhtHsycg3auFiLNiVUx2clii0Kx7VcgswF9woB36ICozKy/FdycJDm0C647xy2Z CTNSpbVEdDZUqXpajWRTOg== 0000950152-04-009115.txt : 20041222 0000950152-04-009115.hdr.sgml : 20041222 20041221190733 ACCESSION NUMBER: 0000950152-04-009115 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041221 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: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-121129 FILM NUMBER: 041218799 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 S-4/A 1 l11137asv4za.txt CTS CORPORATION S-4/AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on December 21, 2004 Registration No. 333-121129 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- CTS CORPORATION (Exact Name of Registrant as Specified in Its Charter) INDIANA 3670 35-0225010 (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification Number) Incorporation or Organization) -------------- 905 WEST BOULEVARD NORTH ELKHART, INDIANA 46514 (574) 293-7511 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------- RICHARD G. CUTTER, III VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CTS CORPORATION 905 WEST BOULEVARD NORTH ELKHART, INDIANA, 46514 (574) 293-7511 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) -------------- COPIES TO: LYLE G. GANSKE, ESQ. CHRISTOPHER J. HEWITT, ESQ. JONES DAY JONES DAY NORTH POINT NORTH POINT 901 LAKESIDE AVENUE 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190 CLEVELAND, OHIO 44114-1190 (216) 586-3939 (216) 586-3939 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable following the effective date of this registration statement and the date on which all other conditions to the merger of Cardinal Acquisition, Inc. with and into SMTEK International, Inc. pursuant to the merger agreement described in the enclosed document have been satisfied or waived. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ EXPERTS * * * The consolidated statements of operations, cash flows and stockholders' equity and comprehensive income (loss) of SMTEK International, Inc. and subsidiaries for the year ended June 30, 2002 have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. * * * SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Elkhart, State of Indiana, on December 21, 2004. CTS CORPORATION (Registrant) By: /s/ Richard G. Cutter, III --------------------------------------- Richard G. Cutter, III Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman, President and Chief Executive December 21, 2004 * Officer, and Director - ------------------------------------ (Principal Executive Officer) Donald K. Schwanz Senior Vice President and Chief Financial December 21, 2004 * Officer - ------------------------------------ (Principal Financial Officer) Vinod M. Khilnani * Vice President and Controller December 21, 2004 - ------------------------------------ (Controller) Thomas A. Kroll Director December 21, 2004 * - ------------------------------------ Walter S. Catlow Director December 21, 2004 * - ------------------------------------ Lawrence J. Ciancia Director December 21, 2004 * - ------------------------------------ Thomas G. Cody Director December 21, 2004 * - ------------------------------------ Gerald H. Frieling, Jr. Director December 21, 2004 * - ------------------------------------ Roger R. Hemminghaus Director December 21, 2004 * - ------------------------------------ Michael A. Henning Director December 21, 2004 * - ------------------------------------ Robert A. Profusek Director December 21, 2004 * - ------------------------------------ Patricia K. Vincent
* The undersigned, by signing his name hereto, does sign and execute this registration statement pursuant to the powers of attorney executed by the above-named officers and directors of the registrant. By: /s/ Richard G. Cutter, III --------------------------- Richard G. Cutter, III EXHIBIT INDEX EXHIBIT NO EXHIBIT DESCRIPTION - ---------- ------------------- 23.3 Consent of Independent Registered Public Accounting Firm, KPMG LLP. 24.1 Power of Attorney of directors and officers of CTS Corporation (filed as exhibit 24.1 to CTS Corporation's Registration Statement on Form S-4 filed with the Commission on December 9, 2004 and incorporated herein by reference). EX-23.3 2 l11137aexv23w3.txt EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Amendment No. 1 to the registration statement on Form S-4 of CTS Corporation dated December 21, 2004, of our report dated August 16, 2002, except for the restatement for discontinued operations as described in the second paragraph of note 3 to the consolidated financial statements, which is as of September 24, 2003, with respect to the consolidated statements of operations, cash flows and stockholders' equity and comprehensive income (loss) of SMTEK International, Inc. and subsidiaries for the year ended June 30, 2002, which report appears in the June 25, 2004 annual report on Form 10-K of SMTEK International, Inc., and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG LLP Los Angeles, California December 20, 2004 -----END PRIVACY-ENHANCED MESSAGE-----