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): September 8, 2006

Preformed Line Products Company

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation	0-31164 (Commission File Number)	34-0676895 (IRS Employer Identification No.)
660 Beta Drive Mayfield Village, Ohio (Address of principal executive offices)		44143 (Zip Code)

Registrant’s telephone number, including area code: (440) 461-5200

     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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

Shares Purchase Agreement

     On September 8, 2006, Preformed Line Products Company (the “Company”), upon the approval of a Special Committee of the Board of Directors and the Board of Directors, purchased 365,311 Common Shares of the Company from Barbara P. Ruhlman at a price per share of $31.48. Barbara P. Ruhlman is a member of the Company’s Board of Directors and the mother of Robert G. Ruhlman and Randall M. Ruhlman, both of whom are also members of the Board of Directors. Robert G. Ruhlman is Chairman, President and Chief Executive Officer of the Company. The purchase was consummated pursuant to a Shares Purchase Agreement between the Company and Mrs. Ruhlman, as trustee, under trust agreement dated February 16, 1985. In connection with the purchase the Company’s status as a controlled company under the NASDAQ Corporate Governance Rules was terminated by the Company’s shareholders, who had previously formed a “group” owning over 50% of the Company’s outstanding stock by entering into a controlled company agreement.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Shares Purchase Agreement
99.2 Press Release dated September 8, 2006, announcing the purchase

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.

	Preformed Line Products Company
Dated: September 11, 2006	/s/ Eric R. Graef Eric R. Graef Vice President — Finance and Treasurer

EX-99.1

Exhibit 99.1

SHARES PURCHASE AGREEMENT

     THIS SHARES PURCHASE AGREEMENT is made and entered into on September 8, 2006, by and between Preformed Line Products Company, an Ohio corporation (“Purchaser”), and Barbara P. Ruhlman, Trustee, under Trust Agreement dated February 16, 1985 (“Seller”).

RECITALS

     A. Purchaser’s common shares, $2 par value, are traded on the NASDAQ National Market (the “NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, financial and other material business information about Purchaser is publicly available.

     B. Seller is a director of Purchaser and is the owner of 1,954,472 common shares of Purchaser (the “Common Shares”);

     C. Seller approached Purchaser regarding Seller’s desire to sell some of Seller’s Common Shares to Purchaser;

     D. In response to Seller’s inquiry, Purchaser after due consideration, including the review and approval of the proposed transaction by (i) the Company’s Audit Committee of the Board of Directors (appointed as a special committee to review the proposed transaction), which is comprised solely of independent directors, and (ii) the Board of Directors, expressed a desire to purchase the Common Shares, under the terms and conditions hereinafter set forth:

     Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

AGREEMENT

     1. Purchase and Sale of Common Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 365,311 Common Shares at a purchase price of $31.48 per share. Simultaneously with the execution and delivery of this Agreement, Seller shall deliver to Purchaser the certificate or certificates representing the Common Shares being sold, transferred, assigned, bargained and conveyed pursuant hereto, duly endorsed in blank by Seller or accompanied by a duly executed stock power, and Purchaser shall pay Seller $11,500,000 (the “Purchase Price”) for the Common Shares by the delivery of cash by wire transfer to Seller’s bank account or accounts. Seller has provided Purchaser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser’s historical trading volume and trading prices on the NASDAQ.

     2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

          (a) Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’ rights.

          (b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under any agreement to which Purchaser is a party or by which it is bound.

     3. Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:

          (a) Seller has the requisite power and authority to execute, deliver and perform her obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

          (b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.

          (c) Seller is the owner of the Common Shares of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option, equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will acquire the Common Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.

          (d) Seller has received and carefully reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations, warranties, and agreements that are specifically set forth in this Agreement.

          (e) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.

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     4. Miscellaneous.

          (a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.

          (b) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and signed on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

          (c) Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

          (d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and their respective successors and assigns.

          (e) Counterparts. This Agreement may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute one and the same agreement.

          (f) Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (g) Recitals. The Recitals are incorporated by reference and made a part of this Agreement.

     IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date first written above.

SELLER

/s/ Barbara P. Ruhlman          
Barbara P. Ruhlman, Trustee, under
Trust Agreement dated February 16, 1985

PURCHASER

PREFORMED LINE PRODUCTS COMPANY

By: /s/ Eric R. Graef          
Eric Graef — Vice President — Finance

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EX-99.2

Exhibit 99.2

NEWS RELEASE

Preformed Line Products Company Announces Purchase of
Common Shares and Termination of Controlled Company Status

Cleveland, Ohio, September 8, 2006 — Preformed Line Products Company (NASDAQ — PLPC) today announced that it has used a portion of its available cash to repurchase 365,311 common shares of the Company from Barbara P. Ruhlman in a privately negotiated transaction. Mrs. Ruhlman, the Company’s largest shareholder, had determined to diversify her portfolio for estate planning reasons. Mrs. Ruhlman is a member of the Company’s Board of Directors and the mother of Robert G. Ruhlman and Randall M. Ruhlman, both of whom are also members of the Board of Directors. Robert G. Ruhlman is Chairman, President and Chief Executive Officer of the Company.

The closing price of the Company’s common shares today on the NASDAQ National Market System was $37.50 per share. The negotiated purchase price per share paid by the Company was $31.48, a 15% discount from the average closing price of the Company’s common shares over the last 30 calendar days.

The repurchase was approved by both the Audit Committee of the Board of Directors of the Company and the Company’s Board of Directors (with Mrs. Ruhlman abstaining). The Audit Committee, which is comprised solely of independent directors, acted as a special committee of the Board of Directors in connection with the review of the potential transaction with Mrs. Ruhlman. In connection with its review, the Audit Committee engaged Brown Gibbons Lang & Company to serve as its financial advisor.

In connection with the repurchase, the Company’s status as a controlled company under the NASDAQ Corporate Governance Rules was terminated by the Company’s shareholders who had previously formed a group owning over 50% of the Company’s outstanding common shares by entering into a controlled company agreement.

Founded in 1947, Preformed Line Products is an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for energy, communications and broadband network companies.

Preformed’s world headquarters are in Cleveland, Ohio, and the Company operates three domestic manufacturing centers located in Rogers, Arkansas, Albemarle, North Carolina, and Asheville, North Carolina. The Company serves its worldwide market through international operations in Australia, Brazil, Canada, China, England, Mexico, New Zealand, South Africa, Spain and Thailand.

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the Company’s and management’s beliefs and expectations concerning the Company’s future performance or anticipated financial results, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties which may cause results to differ materially from those set forth in those statements. Among other things, factors that could cause actual results to differ materially from those expressed in such forward-looking statements include the strength of the economy and demand for the Company’s products, increases in raw

material prices, the Company’s ability to identify, complete and integrate acquisitions for profitable growth, and other factors described under the heading “Forward-Looking Statements” in the Company’s Form 10-K filed with the SEC on March 15, 2006. The Form 10-K and the Company’s other filings with the SEC can be found on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.