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 5, 2007

Reptron Electronics, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-23426	38-2081116
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13700 Reptron Boulevard, Tampa, Florida 33626

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (813) 854-2000

N/A

(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 obligations of the registrant under any of the following provisions:

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

x 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 1.01 Entry into a Material Agreement.

On February 5, 2007, Reptron Electronics, Inc., (the “Company”), Kimball Electronics Manufacturing, Inc., (“Kimball”), and Gator Electronics, Inc., a wholly-owned subsidiary of Kimball (“Merger Sub”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2006, by and among the Company, Kimball and Merger Sub. The Amendment provides for an increase in the aggregate consideration to be received by the Company’s stockholders pursuant to the Merger Agreement from $0.68 to $0.75 per share in cash. In addition, the Amendment provides that each in-the-money option (an option with an exercise price lower than $0.75 per share) to purchase our common stock outstanding as of the effective time of the merger, whether vested or unvested, will be terminated in consideration for a cash payment equal to the excess of $0.75 over the exercise price for the option multiplied by the number of shares subject to the option.

The foregoing description of the Amendment is qualified in its entirety by the terms of the Amendment, which is filed as Exhibit 2.1 to, and incorporated by reference in, this Current Report on Form 8-K.

Item 8.01 Other Events.

On February 5, 2007, the Company issued a press release announcing that the Company, Kimball and Merger Sub had entered into the Amendment and that the date, time and place of the Special Meeting of Stockholders is unchanged and is scheduled to be held on February 12, 2007 at 8:00 a.m. Eastern Time at the Company’s headquarters in Tampa Florida.

In addition, the Company announced the expiration of its cash tender offer and consent solicitation at 5:00 p.m. New York City Time on February 2, 2006 (the “Expiration Date”) and final results of the tender offer and consent solicitation. As of the Expiration Date, holders of $25,253,448 in aggregate principal amount of the Senior Secured Notes, representing 84.18% in principal amount of the outstanding notes, had been tendered. Kimball waived the 97% minimum tender condition as a condition to the merger from 97% to 84% and the Company waived the 97% minimum tender condition of the tender offer.

The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Important Additional Information.

The Company plans to file a Supplement (the “Supplement”) to the Proxy Statement filed with the Securities and Exchange Commission and mail the Supplement to its shareholders. The Supplement will contain information about Kimball, the Company, the Amendment and the proposed merger and related matters. Shareholders are urged to read the Supplement and proxy statement carefully when the Supplement is available, as it will contain important information that shareholders should consider before making a decision about the Merger. In addition to receiving the Supplement and the proxy statement from the Company by mail, shareholders will also be able to obtain the Supplement and the proxy statement, as well as other filings containing information about the Company, without charge, from the Securities and Exchange Commission’s website (http://www.sec.gov) or, without charge, from the Company.

The Company and its directors, executive officers, other members of its management, and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in favor of the Merger. Information regarding persons who may be deemed participants in the solicitation and any interests that those persons may have in the transaction will be set forth in the proxy statement.

Forward Looking Statements.

Statements in this Current Report on Form 8-K contain forward-looking statements, including statements regarding the expected benefits of the acquisition, which involve a number of risks and uncertainties. These statements are based on the Company’s current expectations and beliefs. Actual results could differ materially from

the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer and consent solicitation or the merger set forth in the merger agreement will not be satisfied, changes in both companies’ businesses during the period between now and the closing, developments in obtaining any necessary approvals for the transaction; the successful integration of the Company into Kimball’s business subsequent to the closing of the acquisition; timely development, competitive products and pricing, as well as fluctuations in demand; cost and availability of raw materials; uncertainties involved in implementing improvements in the manufacturing process; the ability to retain key management and technical personnel of the Company; adverse reactions to the proposed transaction by customers, suppliers and strategic partners; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; and the risk factors listed from time to time in the Company’s reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The Company disclaims any intention or obligation to update or alter its forward-looking statements as the result of new information or developments occurring after the date of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of February 5, 2007 among Reptron Electronics, Inc., Kimball Electronics Manufacturing, Inc., and Gator Electronics, Inc.
99.1	Press Release, dated February 5, 2007.

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.

	REPTRON ELECTRONICS, INC.
	(Registrant)
February 5, 2007	By:	/s/ Paul J. Plante
		Paul J. Plante
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of February 5, 2007 among Reptron Electronics, Inc., Kimball Electronics Manufacturing, Inc., and Gator Electronics, Inc.
99.1	Press Release, dated February 5, 2007.

EX-2.1

EXHIBIT 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is made and entered into as of this 5^th day of February, 2007 (this “Amendment”), by and among KIMBALL ELECTRONICS MANUFACTURING, INC., an Indiana corporation (“Parent”), GATOR ELECTRONICS, INC, a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and REPTRON ELECTRONICS, INC, a Florida corporation (the “Company”).

WHEREAS, the parties to this Amendment are parties to that certain Agreement and Plan of Merger dated as of December 18, 2006 (the “Merger Agreement”); and

WHEREAS, the parties hereto now desire to amend the Merger Agreement in the manner set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. Section 1.6(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

Conversion of Shares. Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b) and any Dissenting Shares, as defined in Section 1.7), will be canceled and extinguished and automatically converted into the right to receive, upon surrender of the certificate(s) representing such Company Common Stock in the manner provided in Section 1.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit, and bond, if required, in the manner provided in Section 1.10), cash in the amount of $0.75 (the “Per Share Merger Consideration” and the aggregate of all Per Share Merger Consideration in respect of all Company Common Stock entitled thereto and the aggregate amount of cash to be issued to holders of In-the-Money Options (as defined in Section 1.6(d)(ii) pursuant to Section 1.6(d), the “Merger Consideration”). If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company (“Unvested Shares”), then the portion of the Merger Consideration issued in exchange for such Unvested Shares shall also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The portion of the Merger Consideration payable upon conversion of any Unvested Share shall be withheld by the Paying Agent and paid by the Paying Agent to each such holder in accordance with the vesting and other provisions set forth in the applicable restricted stock purchase agreement, if applicable.

3. Section 1.6(d) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

(a) Stock Options. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of outstanding options to purchase Company Common Stock (the “Company Stock Options”), each Company Stock Option, whether vested or unvested, and all stock option plans or other equity-related plans of the Company, including the Gator Electronics, Inc. Stock Option Plan (as may be amended from time to time, the “Company Stock Plans”), insofar as they relate to Company Stock Options, shall be terminated as follows:

(i) At the Effective Time, each Out-of-the-Money Option (as defined below) shall be terminated in its entirety without consideration therefor, and the holder of each Out-of-the-Money Option shall have no further rights thereunder. Each Company Stock Option that has a per share exercise price greater than $0.75 and is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be an “Out-of-the-Money Option.”

(ii) At the Effective Time, each In-the-Money Option (as defined below) shall, on the terms and subject to the conditions set forth in this Agreement, terminate in its entirety and the holder of each In-the-Money Option shall be entitled to receive that amount of cash that is equal to the product of the number of shares of Company Common Stock issuable upon the exercise of such In-the-Money Option immediately prior to the Effective Time, multiplied by the excess by which $0.75 exceeds the per share exercise price of such In-the-Money Option. Each Company Stock Option that has a per share exercise price less than $0.75 and is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be an “In-the-Money Option.” Promptly after the Effective Time (but not later than three (3) business days after the date on which the Effective Time occurs), Parent shall pay the In-the-Money Option holders the Merger Consideration specified in this Section 1.6(d)(ii).

4. The Parties agree that this Amendment complies with the provisions of Section 7.4 of the Merger Agreement.

5. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile signature and, upon such delivery, the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

6. The Merger Agreement continues in full force and effect, except as modified by this Amendment.

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed by its duly authorized officers or representatives who represent to each other that each is employed in the capacity indicated below and have the unequivocal authority to execute and deliver this Amendment.

KIMBALL ELECTRONICS MANUFACTURING, INC.

By:

Name:

Title:

GATOR ELECTRONICS, INC

By:

Name:

Title:

REPTRON ELECTRONICS, INC.

By:

Name:

Title:

EX-99.1

Exhibit 99.1

13700 Reptron Blvd. • Tampa, FL 33626-3046 • 813.854.2000

Contact:

Reptron Electronics, Inc.

Charles L. Pope, 813-854-2000

cpope@reptron.com

FOR IMMEDIATE RELEASE

REPTRON ANNOUNCES INCREASE IN MERGER PRICE WITH KIMBALL

AND FINAL RESULTS OF TENDER OFFER FOR ITS SECURED NOTES

TAMPA, Fla., February 5, 2007—Reptron Electronics, Inc. (OTCBB: RPRN) (the “Company”), announced today that it has amended its merger agreement entered into on December 18, 2006 with Kimball Electronics Manufacturing, Inc. (“Kimball”) and Gator Electronics, Inc. (“Merger Sub”), a wholly-owned subsidiary of Kimball. Under the terms of the amended merger agreement, Kimball will acquire all of the outstanding common stock of the Company for $0.75 per share. This increased purchase price represents an increase of $0.07 per share, or approximately 10%, over the $0.68 per share price previously provided by the merger agreement. The increased purchase price represents a premium of 41% to the Company’s three-month volume weighted average stock price of $0.53 prior to the public announcement of the merger. The merger agreement provides that Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and wholly-owned subsidiary of Kimball.

The Company’s board of directors has unanimously approved the amendment to the merger agreement and continues to unanimously recommend the approval of the transaction with Kimball by the Company’s stockholders. The special meeting of stockholders to consider and approve the merger agreement is unchanged and is scheduled to be convened on February 12, 2007 at 8:00 a.m., Eastern Time at the Company’s headquarters in Tampa, Florida. In connection with its agreement to increase the consideration for stockholders to $0.75 per share, Kimball has negotiated and obtained voting agreements from four of our major stockholders, representing approximately 31% of our issued and outstanding stock, to vote in favor of the adoption of the merger agreement and the approval of the merger.

Institutional Shareholder Services Inc. (ISS), a leading independent proxy advisory firm, in a publication dated January 30, 2007 recommended that the Company’s stockholders vote for the proposal to approve the merger agreement and merger. In support of its recommendation, ISS noted in particular the merger premium over the three-month volume weighted average stock

price of $0.53 prior to the public announcement of the merger agreement and the exit option for the Company’s relatively illiquid stock. The ISS recommendation was made before announcement of the increased merger consideration.

Completion of the merger transaction is currently expected to occur on or about February 12, 2007, subject to approval of the Company’s stockholders and the satisfaction or waiver of other closing conditions. The receipt of financing is not a condition to the completion of the transaction under the merger agreement.

The Company also announced today the expiration and final results of its previously announced cash tender offer to purchase its Senior Secured Notes due 2009 (the “Notes”) and the related consent solicitation under the Offer to Purchase and Consent Solicitation dated as of December 22, 2006. HSBC Bank USA, National Association, the depositary for the tender offer, has advised the Company that as of the Expiration Date, holders of $25,253,448 in aggregate principal amount of the Notes, representing 84.18% in principal amount of the outstanding Notes, had tendered their Notes pursuant to the tender offer. Kimball provided a waiver to the Company that reduces the minimum principal amount of Notes that must be tendered as a condition to the merger from 97% to 84%. As a result, the Company waived the 97% minimum tender condition of the tender offer and allowed the tender offer and consent solicitation to expire at 5:00 p.m., New York City time, on February 2, 2007.

The tender offer was made pursuant to and is a condition of the merger agreement among the Company, Kimball and Merger Sub. The purchase of the Notes tendered in the tender offer is conditioned on the completion of the merger. Upon the successful closing of the tender offer, holders of the Notes will receive a payment equal to $0.875 per $1.00 principal amount of such Notes, plus all accrued and unpaid interest through, but not including, the payment date. The payment date is expected to occur on or promptly after the closing of the merger which is currently expected to occur on or about February 12, 2007, subject to approval of the Company’s stockholders and the satisfaction or waiver of other closing conditions.

Pursuant to the consent solicitation, consents to eliminate most restrictive covenants and certain events of default contained in the Indenture, dated as of February 3, 2004, governing the Notes were obtained from 84.18% in principal amount of the outstanding Notes. The supplemental indenture containing the amendments will be effective upon completion of the merger and execution of the supplemental indenture.

Persons with questions regarding the tender offer and consent solicitation should contact CapitalBridge, the Solicitation Agent, at (877) 746-3583, or HSBC Bank USA, National Association, the Depositary, at (800) 662-9844. This press release is not an offer to purchase, a solicitation of an offer to sell the Notes or the solicitation of a consent.

In connection with the proposed merger transaction, the Company has filed with the Securities and Exchange Commission, and has mailed to Company stockholders, a proxy statement dated January 19, 2007. The proxy statement contains information about Kimball, the Company, the proposed merger and related matters that shareholders should consider before making a decision about the merger. The Company will promptly file updated materials with the Securities and Exchange Commission, including a supplement to the existing proxy statement containing additional information about the merger amendment and the proposed merger. Shareholders are urged to read carefully the proxy statement and when available the proxy supplement because they contain important information about the proposed merger. In addition to receiving the proxy statement and when available the proxy supplement, from the Company by mail, shareholders can obtain the proxy statement, the proxy supplement when available as well as other filings containing information about the Company, without charge, from the Securities and Exchange Commission’s website (http://www.sec.gov) or, without charge, from the Company.

Jefferies Broadview, a division of Jefferies & Company, Inc., is acting as exclusive financial advisor to Reptron and has delivered a fairness opinion to Reptron’s board of directors. Schwabe, Williamson & Wyatt, PC is acting as legal counsel to Reptron and Squire, Sanders & Dempsey L.L.P. is acting as legal counsel to Kimball.

The Company and its directors, executive officers, other members of its management, and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in favor of the proposed merger. Information regarding persons who may be deemed participants in the solicitation and any interests that those persons may have in the transaction are set forth in the proxy statement.

Persons with questions regarding the merger or the proxy solicitation should contact our proxy solicitor, Georgeson Inc., at (866) 783-6924.

Forward-Looking Information.

This press release contains forward-looking statements which involve a number of risks and uncertainties. These statements are based on the Company’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the tender offer or the consent solicitation will not be satisfied; the risk that the conditions to the merger will not be satisfied; changes in the Company’s and Kimball’s businesses during the period between now and the closing of the merger; developments in obtaining any necessary approvals for the transaction; the ability to retain key management and technical personnel of the Company; adverse reactions to the proposed transaction by customers, suppliers and strategic partners; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; and the risk factors listed from time to time in the Company’s reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

About Reptron.

Reptron Electronics, Inc. is an electronics manufacturing services company providing engineering services, electronics manufacturing services and display integration services. Reptron Manufacturing Services offers full electronics manufacturing services including complex circuit board assembly, complete supply chain services and manufacturing engineering services to original equipment manufacturers (“OEMs”) in a wide variety of industries. Reptron Outsource Manufacturing and Design provides value-added display design engineering and system integration services to OEMs. For more information, please access www.reptronmfg.com.

#     #     #