0000950152-05-000583.txt : 20120629
0000950152-05-000583.hdr.sgml : 20120629
20050128202821
ACCESSION NUMBER: 0000950152-05-000583
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050131
DATE AS OF CHANGE: 20050128
SUBJECT COMPANY:
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: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04639
FILM NUMBER: 05559769
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
FILED BY:
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: 425
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
425
1
l11712ae8vk.txt
CTS CORPORATION
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): January 28, 2005
CTS CORPORATION
(Exact Name of Registrant as Specified in 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)
Registrant's telephone number, including area code: (574) 293-7511
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] 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 8.01 OTHER EVENTS.
On January 28, 2005, CTS Corporation ("CTS") and SMTEK International,
Inc. ("SMTEK") issued a joint press release regarding the determination of the
exchange ratio in CTS' acquisition of SMTEK. A copy of the joint press release
issued is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS 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
----------- -------------------
99.1 Joint press release, dated January 28, 2005.
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
/s/ Richard G. Cutter
----------------------------------------
By: Richard G. Cutter
Vice President, General Counsel and
Secretary
Date: January 28, 2005
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
99.1 Joint press release, dated January 28, 2005.
EX-99.1
2
l11712aexv99w1.txt
EXHIBIT 99.1 PRESS RELEASE
EXHIBIT 99.1
newsrelease
--------------------------------------------------------------------------------
CTS CORPORATION Elkhart, Indiana 46514 (574) 293-7511
January 28, 2005
FOR RELEASE: Immediately
CTS ANNOUNCES EXCHANGE RATIO FOR
ACQUISITION OF SMTEK INTERNATIONAL, INC.
Elkhart, IN. -- January 28, 2005 -- CTS Corporation (NYSE: CTS) and SMTEK
International, Inc. (The Nasdaq SmallCap Market: SMTI) today announced that the
exchange ratio, or the number of shares of CTS common stock to be exchanged for
each share of SMTEK common stock held by SMTEK stockholders in connection with
CTS' acquisition of SMTEK, would be .2913. The exchange ratio was determined by
dividing $3.5309, the value of the stock component of the merger consideration,
by the volume weighted average price of CTS common stock for the 20 consecutive
trading days in the period ending on the trading day immediately prior to the
closing date for the merger, assuming that the acquisition is consummated on
January 31, 2005, as presently contemplated.
In accordance with the terms of the merger agreement, SMTEK stockholders will
receive $10.725 in cash, without interest, and .2913 shares of CTS common stock
for each share of SMTEK common stock they hold.
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, computer and communications 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.
ABOUT SMTEK:
SMTEK is an electronics manufacturing services (EMS) provider serving original
equipment manufacturers (OEMs) in the medical, industrial instrumentation,
telecommunications, security, financial services automation, aerospace and
defense industries with integrated solutions ranging from design to end-of-life
services. SMTEK's four facilities are located in Moorpark and Santa Clara,
California; Marlborough, Massachusetts; and in Bangkok, Thailand.
SAFE HARBOR STATEMENT
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements include
statements regarding the anticipated closing date for the proposed acquisition
of SMTEK and the expected exchange ratio, assuming the consummation of the
acquisition on January 31, 2005. These statements are based on our respective
managements' current expectations, certain assumptions and currently available
information. There are a number of risks and uncertainties that could cause
actual results to differ materially from those presented. For example, we may be
unable to obtain SMTEK stockholder approval required for the merger or the other
conditions to the completion of the merger may not be met.
The companies undertake no obligation to publicly update their forward-looking
statements, whether as a result of market or industry changes, new information,
or future events.
ADDITIONAL INFORMATION
CTS has filed with the Securities and Exchange Commission a registration
statement on Form S-4 that includes a proxy statement and a prospectus and other
relevant documents in connection with the proposed transaction. In addition, CTS
has published and made available to stockholders of SMTEK and filed with the
Securities and Exchange Commission, a prospectus. Investors and security holders
are urged to carefully read the prospectus regarding the acquisition because it
contains important information on which to exclusively base their investment
decision. Investors and security holders of SMTEK are urged to read the proxy
statement and prospectus and other relevant materials because they contain
important information about CTS and SMTEK and the proposed transaction.
Investors and security holders may obtain a free copy of these materials and
other documents filed with the Securities and Exchange Commission at the SEC's
Web site at www.sec.gov. Investors and security holders may also obtain copies
of these materials from CTS free of charge by requesting them from CTS at the
following address and telephone number: CTS Corporation, Attention: Investor
Relations, 905 West Boulevard North, Elkhart, Indiana, 46514, phone (574)
293-7511. CTS and SMTEK and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from SMTEK
stockholders with respect to the proposed transaction. Information regarding the
interests of these officers and directors in the proposed transaction is
included in the proxy statement and prospectus.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
Contact: Vinod M. Khilnani, Sr. 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) 293-7511
FAX (574) 293-6146
www.ctscorp.com