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 20, 2014 |
Park Electrochemical Corp. | ||
(Exact Name of Registrant as Specified in Charter) |
New York |
1-4415 |
11-1734643 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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48 South Service Road, Melville, |
New York |
11747 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code |
(631) 465-3600 |
Not Applicable | ||
Former Name or Former Address, if Changed Since Last Report |
Check the appropriate box below if the Form 8-K filing 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 8.01. Other Events.
On January 20, 2014, the Board of Directors of Park Electrochemical Corp. (the “Company”) declared a special cash dividend of $2.50 per share payable February 25, 2014 to shareholders of record at the close of business on February 11, 2014.
The Company issued a news release on January 21, 2014 announcing the special cash dividend.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release dated January 21, 2014.
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.
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PARK ELECTROCHEMICAL CORP. |
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Date: January 24, 2014 |
By: |
/s/ Stephen E. Gilhuley |
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Name: |
Stephen E. Gilhuley |
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Title: |
Executive Vice President- Administration and Secretary |
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EXHIBIT INDEX
Number Exhibit |
Description |
Page |
99.1 |
News Release dated January 21, 2014 |
5 |
-4-
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Exhibit 99.1 | |
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NEWS RELEASE | ||
Contact: Martina Bar Kochva |
48 South Service Road | |
Melville, NY 11747 | ||
(631) 465-3600 |
PARK ELECTROCHEMICAL CORP. ANNOUNCES SPECIAL CASH DIVIDEND
Melville, New York, Tuesday, January 21, 2014......Park Electrochemical Corp. (NYSE – PKE) announced that its Board of Directors has declared a special cash dividend of $2.50 per share payable February 25, 2014 to shareholders of record at the close of business on February 11, 2014. The Company intends to finance this special cash dividend in the total amount of approximately $52 million with bank financing or with its available cash.
Although the Company has not made any decision at this time to repatriate any funds owned by its foreign subsidiaries, the Company plans to record a charge at the end of its current fiscal year ending March 2, 2014 related to the U.S. income tax which would be payable to repatriate foreign owned funds in an after-tax amount necessary to repay its existing $52 million principal amount bank loan from PNC Bank and to pay for the special dividend announced in this news release or to repay any additional loan financing put in place by the Company to pay for such special dividend. At December 1, 2013, the end of the Company’s 2013 fiscal year third quarter, the Company had approximately $291 million of cash and marketable securities, approximately $235 million of which was owned by certain of the Company’s wholly owned foreign subsidiaries.
The Company has retained BofA Merrill Lynch to provide financial advisory services to the Company regarding the special dividend and related matters.
Certain portions of this news release may be deemed to constitute forward looking statements that are subject to various factors which could cause actual results to differ materially from Park’s expectations. Such factors include, but are not limited to, general conditions in the electronics and aerospace industries, Park’s competitive position, the status of Park’s relationships with its customers, economic conditions in international markets, the cost and availability of raw materials, transportation and utilities, and the various factors set forth in Item 1A “Risk Factors” and under the caption “Factors That May Affect Future Results” after Item 7 of Park’s Annual Report on Form 10-K for the fiscal year ended March 3, 2013.
Park Electrochemical Corp. is a global advanced materials company which develops and manufactures high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies for the aerospace markets. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology. The Company’s manufacturing facilities are located in Singapore, France, Kansas, Arizona and California. The Company also maintains R & D facilities in Arizona, Kansas and Singapore.
Additional corporate information is available on the Company’s web site at www.parkelectro.com
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