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): February 2, 2005 (January 31,2005)

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) 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:

¨ 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 2.01      Completion of Acquisition or Disposition of Assets.

     On January 31, 2005, CTS Corporation, an Indiana corporation (“CTS”), acquired all of the issued and outstanding shares of common stock, par value $0.01 per share (the “SMTEK Common Stock”), of SMTEK International, Inc., a Delaware corporation (“SMTEK”), pursuant to the Agreement and Plan of Merger, dated as of November 16, 2004 (the “Merger Agreement”), by and among CTS, SMTEK and Cardinal Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of CTS (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into SMTEK (the “Merger”), with SMTEK continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of CTS. As a result of the Merger, the SMTEK Common Stock has been deregistered under the Securities Act of 1933, as amended, and delisted from The Nasdaq SmallCap Market.

     Upon the consummation of the Merger, each share of SMTEK Common Stock issued and outstanding (other than (i) shares of SMTEK Common Stock owned by CTS or any direct or indirect subsidiaries of CTS, (ii) shares of SMTEK Common Stock held in SMTEK’s treasury and (iii) shares of SMTEK Common Stock that did not vote to adopt the Merger Agreement and with respect to which appraisal has been properly demanded in accordance with Delaware law) was converted into the right to receive $10.725 in cash, without interest, and .2913 shares of CTS common stock, no par value per share (“CTS Common Stock”). The aggregate value of the cash and CTS Common Stock paid to the former stockholders of SMTEK in respect of their shares of SMTEK Common Stock was equal to approximately $44.4 million.

     In connection with the consummation of the Merger, CTS issued a press release on January 31, 2005, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01      Other Events.

     On January 31, 2005, SMTEK stockholders adopted the Merger Agreement at a special meeting called for that purpose.

Item 9.01      Financial Statements and Exhibits.

(a)    Financial Statements of Business Acquired.

The financial statements required by this item were previously filed as part of Amendment No. 2 to the CTS Corporation Registration Statement on Form S-4 (File No.333-121129) on December 27, 2004.

(b)    Pro Forma Financial Information.

The financial statements required by this item were previously filed as part of Amendment No. 2 to the CTS Corporation Registration Statement on Form S-4 (File No.333-121129) on December 27, 2004.

(c)    Exhibits.

The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated November 16, 2004, by and among SMTEK International, Inc., Cardinal Acquisition, Inc. and CTS Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on 8-K dated November 16, 2004, filed with the Commission on November 17, 2004).
99.1	Press Release, dated January 31, 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, Secretary and
		General Counsel
Date: January 31, 2005

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated November 16, 2004, by and among SMTEK International, Inc., Cardinal Acquisition, Inc. and CTS Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on 8-K dated November 16, 2004, filed with the Commission on November 17, 2004).
99.1	Press Release, dated January 31, 2005.

EX-99.1

Exhibit 99.1

newsrelease    

CTS CORPORATION Elkhart, Indiana 46514 (574) 293-7511

January 31, 2005

FOR RELEASE: Immediately

CTS CORPORATION COMPLETES ACQUISITION OF SMTEK INTERNATIONAL, INC.

Elkhart, IN — January 31, 2005 — CTS Corporation (NYSE: CTS) today announced the completion of the acquisition of SMTEK International, Inc. SMTEK stockholders adopted the merger agreement, providing for the merger of SMTEK into a wholly owned subsidiary of CTS, at a special meeting held at SMTEK’s corporate offices located in Moorpark, California earlier today by a vote of over 63% of the SMTEK shares outstanding and entitled to vote on the merger, which was over 97% of the total shares voted.

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 held at the close of business on January 31, 2005. No fractional shares of CTS common stock will be issued in the merger. SMTEK stockholders who otherwise would receive fractional shares, will receive a cash payment in lieu of those fractional shares equal to the fractional share interest multiplied by $12.12.

Commenting on the acquisition, Donald Schwanz, CTS Chairman and Chief Executive Officer, said, “We are pleased to announce the completion of the acquisition of SMTEK.

SMTEK offers an excellent strategic fit to our own EMS business, expanding our capabilities and geographic footprint, while diversifying our market and customer base. We are proud to welcome SMTEK to the CTS family.”

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.

Safe Harbor Statement
This press release contains certain 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, statements regarding terms of the acquisition, business and strategic benefits of the acquisition, any financial or other guidance, and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. We make certain assumptions when making forward-looking statements, any of which could prove inaccurate, including, but not limited to, statements about our future operating results and business plans. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties and other factors that may cause our actual results, performance, or achievements to be different from any future results, performance, or achievements expressed or implied by these statements.

For more detailed information on the risks and uncertainties associated with CTS’ business activities, see our reports filed with the SEC. CTS undertakes no obligation to publicly update its forward-looking statements, whether as a result of market or industry changes, new information, or future events.

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