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 15, 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)

¨ 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.

Reptron Electronics, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated December 18, 2006 and amended on February 5, 2007 (the “Merger Agreement”), among the Company, Kimball Electronics Manufacturing, Inc. and Gator Electronics, Inc. The Merger Agreement provided that Gator Electronics, Inc. would merge with and into the Company and the Company would become a wholly-owned subsidiary of Kimball Electronics Manufacturing, Inc. (the “Merger”). The Merger became effective at the time of filing of the articles of merger with the Secretary of State of the State of Florida on February 15, 2007 (the “Effective Time”) in accordance with the terms of the Merger Agreement. At the Effective Time, each issued and outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), other than shares for which Company shareholders have properly demanded appraisal rights, was converted into the right to receive $0.75 in cash. Each in-the-money option to purchase Company Common Stock outstanding as of the Effective Time was 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. Each out-of-the money option (an option with an exercise price higher than $0.75 per share) was terminated without consideration at the Effective Time. The total cash consideration to be paid to shareholders and in-the-money options holders as a result of the Merger is approximately $3.8 million. Kimball Electronics Manufacturing, Inc. and Gator Electronics, Inc. financed the Merger by using available cash-on-hand.

In accordance with the terms of the Merger Agreement, the Company launched a cash tender offer for any and all of the Company’s outstanding Senior Secured Notes due 2009 (the “Notes”) pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated December 22, 2006 (the “Offer to Purchase”). The Notes were issued pursuant to an Indenture dated February 3, 2004, among the Company and HSBC Bank USA, National Association (as successor to HSBC Bank USA), as Trustee (the “Indenture”). As part of the Offer to Purchase, the Company also conducted a consent solicitation seeking consent from the Note holders to amend the Indenture in order to remove certain restrictive covenants and eliminate certain events of default (the “Amendments”).

The tender offer and consent solicitation expired at 5:00 p.m. New York City Time on February 2, 2007 (the “Expiration Date”). 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 and delivered consents. In connection with the closing of the Merger, the Company accepted the tendered Notes for purchase. In addition, the Company entered into a Supplemental Indenture with HSBC Bank USA, National Association, dated February 15, 2007 (the “Supplemental Indenture”). The Supplemental Indenture implements the Amendments and became effective as of the Effective Time of the Merger. All holders of outstanding Notes are bound by the Amendments effected by the Supplemental Indenture.

The above description of the Supplemental Indenture is qualified in its entirety by the terms of the Supplemental Indenture, which is filed as Exhibit 4.1 to, and incorporated by reference in, this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See Item 1.01 above, which is incorporated by reference into this Item.

Item 3.03 Material Modification to Rights of Security Holders.

See Item 1.01 above, which is incorporated by reference into this Item.

Item 5.01 Changes in Control of Registrant.

See Item 1.01 above, which is incorporated by reference into this Item.

Item 8.01 Other Events.

A press release announcing the completion of the Merger was issued by Kimball Electronics Group, a division of Kimball International, Inc., and the Company on February 15, 2007. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

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 successful integration of the Company into Kimball Electronics Manufacturing, Inc.’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 merger 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
4.1	Supplemental Indenture between Reptron Electronics, Inc. and HSBC Bank USA, National Association, dated February 15, 2007.
99.1	Press Release, dated February 15, 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 16, 2007	By:	/s/ Paul J. Plante
		Paul J. Plante
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Supplemental Indenture between Reptron Electronics, Inc. and HSBC Bank USA, National Association, dated February 15, 2007.
99.1	Press Release, dated February 15, 2007.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE dated as of February 15, 2007 (“Supplemental Indenture”) among Reptron Electronics, Inc., (the “Company”) and HSBC Bank USA, National Association (as successor to HSBC Bank USA), as trustee (the “Trustee”), to the Indenture dated as of February 3, 2004 among the Company and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Indenture”).

RECITALS

A. Pursuant to and in accordance with the terms of the Indenture, the Company established and issued its Senior Secured Notes due 2009 (the “Notes”).

B. The Company entered into an Agreement and Plan of Merger, dated December 18, 2006 and amended on February 5, 2007 (the “Merger Agreement”), among the Company, Kimball Electronics Manufacturing, Inc. and Gator Electronics, Inc. Pursuant to the Merger Agreement, Gator Electronics, Inc. will merge with and into the Company and the Company will become a wholly-owned subsidiary of Kimball Electronics Manufacturing, Inc. (the “Merger”). The Merger will become effective at the time of filing of the articles of merger (or such later time as may be specified in the articles of merger) with the Secretary of State of the State of Florida (the “Effective Time”) in accordance with the terms of the Merger Agreement.

C. In accordance with the terms of the Merger Agreement, the Company launched a cash tender offer for any and all of the outstanding Notes pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated December 22, 2006 (the “Offer to Purchase”). As part of the Offer to Purchase, the Company also conducted a consent solicitation seeking consent from the Holders to amend the Indenture to remove certain restrictive covenants and eliminate certain events of default.

D. The tender offer and consent solicitation expired at 5:00 p.m. New York City Time on February 2, 2007 (the “Expiration Date”). 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 and delivered consents. The Merger Agreement contained a 97% minimum tender requirement as a condition to Kimball Electronics, Inc. completing the Merger. Kimball Electronics Manufacturing, Inc. waived the minimum tender condition from 97% to 84%. The Company then waived the 97% minimum tender condition described in the Offer to Purchase.

E. As described above and in accordance with Section 9.02 of the Indenture, the Company has obtained the consent of the Holders of a majority in aggregate principal amount of the Notes outstanding to the amendments to the Indenture set forth in this Supplemental Indenture.

In consideration of the premises and the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agreed as follows:

AGREEMENT

SECTION 1. Defined Terms. Capitalized terms not defined in this Supplemental Indenture will have the meanings given to those terms in the Indenture.

SECTION 2. Amendments to Indentures. The Indenture is amended as follows:

2.1 The following provisions of the Indenture, and any corresponding provisions in the Security Documents and Notes, are deleted in their entirety and replaced with “Intentionally Omitted.”:

Existing Section Number	Caption
Section 4.02	Commission Reports
Section 4.03	Limitation on Incurrence of Additional Indebtedness
Section 4.04	Limitation on Restricted Payments
Section 4.05	Limitation on Restrictions on Distributions from Restricted Subsidiaries
Section 4.06	Limitation on Sales of Assets and Subsidiary Stock
Section 4.07	Limitation on Transactions with Affiliates
Section 4.08	Repurchase of Notes at the Option of the Holder Upon a Change of Control
Section 4.10	Sale/Leaseback Transactions
Section 4.11	Additional Note Guarantees and Liens
Section 4.12	Limitation on Lines of Business
Section 4.13	Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries
Sections 5.01(a)(ii) and (iii), Section 5.01(b)(ii) and Section 5.01(c)	When Company May Merge or Transfer Assets
Sections 6.01(d), (e) and (h)	Events of Default

2.2 Section 4.09 of the Indenture is amended and restated in its entirety to read as follows:

“The Company and each Guarantor shall comply with Section 314(a)(4) of the TIA.”

2.3 Section 1.01 of the Indenture, and any corresponding provisions in the Security Documents and Notes, are amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture, Security Documents or Notes as a result of the amendments set forth in this Supplemental Indenture.

SECTION 3. Indenture Ratified. Except as expressly amended by this Supplemental Indenture, the Indenture is ratified and confirmed, and all the terms, provisions and conditions of the Indenture shall be and remain in full force and effect.

SECTION 4. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6. Severability. In the event that any provisions of this Supplemental Indenture shall be invalid, illegal or unenforceable, in any respect or for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 7. Trust Indenture Act. If any provisions hereof limit, qualify or conflict with any provisions of the TIA required under the TIA to be a part of and govern this Supplemental Indenture, the provisions of the TIA shall control. If any provision hereof modifies or excludes any provision of the TIA that pursuant to the TIA may be so modified or excluded, the provisions of the TIA as so modified or excluded hereby shall apply.

SECTION 8. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

SECTION 9. Effectiveness. This Supplemental Indenture shall become effective upon the Effective Time. If the Merger Agreement is terminated pursuant to the terms thereof prior to the Effective Time, then the terms of this Supplemental Indenture shall be null and void as of the date of such termination.

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

REPTRON ELECTRONICS, INC.

By:

Name:

Title:

HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

EX-99.1

Exhibit 99.1

News Release

Kimball International	For additional information contact:
1600 Royal Street Jasper, IN 47549	Martin Vaught, Director of Public Relations
Telephone 812.482.1600	mwvaugh@kimball.com

FOR IMMEDIATE RELEASE:

KIMBALL ELECTRONICS COMPLETES REPTRON ACQUISITION;

REPTRON ELECTRONICS ANNOUNCES COMPLETION OF TENDER OFFER AND

CONSENT SOLICITATION FOR SENIOR SECURED NOTES

JASPER, IN (February 15, 2007) – Kimball Electronics Group (“Kimball”), a division of Kimball International, Inc. (NASDAQ:KBALB) and Reptron Electronics, Inc. (OTCBB:RPRN) (“Reptron”), announced today that they have closed on their definitive merger announced last December. The agreement, as amended, had been unanimously approved by the boards of directors of both Kimball and Reptron, but was subject to Reptron shareholder approval, which was obtained at a special meeting of shareholders held earlier today. The voting results as certified by the Inspector of Elections were as follows: 84.4% of the issued and outstanding shares voted at the meeting; 2,561,042 shares, representing 51.2% of the shares outstanding, voted in favor of the merger; 1,676,590 shares, representing 33.39% of the shares outstanding, voted against; 376 shares, representing .007% of the shares outstanding, abstained.

Under the terms of the agreement, Reptron will become a wholly owned subsidiary of Kimball. Reptron’s four manufacturing operations located in Tampa, Florida; Hibbing, Minnesota; Gaylord, Michigan; and Fremont, California will be renamed with Kimball Electronics identities. The acquisitions will increase Kimball’s capabilities and expertise in support of the company’s long term strategy to grow business in the medical electronics and high end industrial sectors. Reptron’s sales revenue for the 12 months ending September 30, 2006 was $145 million.

“We are very pleased to welcome the fine Reptron organization into the Kimball Electronics family,” said Don Charron, President, Kimball Electronics. “We look forward to bringing a deeper package of value, an expanded global supply chain, and a global footprint of production capabilities to our new customers…By doing so, we believe that our customers will be able to shift their own resource allocations from manufacturing to focus on other business areas such as product marketing and development.”

“Kimball’s culture of excellence and committed customer service is easily embraced by our employees and will provide for a seamless transition without loss of performance,” said Paul Plante, Reptron’s Chief Executive Officer.

Jim Thyen, President and Chief Executive Officer, Kimball International, stated, “We believe this combination of medical expertise and operational excellence, along with our existing global footprint and financial strength, will make for an excellent organization, not only supporting our growth and diversification strategy, but adding increased value to both new and existing customer relationships.”

With the completion of this acquisition, sales to customers in the medical sector represent the largest percentage of Kimball Electronics’ business. “The medical industry is being tracked as possessing some of the greatest growth potential among EMS [Electronics Manufacturing Services] companies,” stated Charron. “We intend to pursue growth and diversification in the medical field while maintaining our commitments to our other key markets.”

Reptron announced the successful completion of its cash tender offer (the “Offer”) and consent solicitation for its Senior Secured Notes due 2009 (the “Notes”). A total of $25,253,448 in aggregate principal amount, or approximately 84% of the Notes outstanding had been tendered and not withdrawn as of 5:00 p.m., New York City time, on February 2, 2007 (the “Expiration Date”). On February 15, 2007, Reptron accepted the Notes for purchase and Kimball paid the Depository Agent on behalf of Reptron for all Notes tendered pursuant to the Offer. The total approximate value of the merger transaction was $49.5 million.

Reptron also announced the completion of the consent solicitation relating to the Notes. On February 15, 2007, Reptron and HSBC Bank USA, National Association executed a supplemental indenture upon receipt of the requisite consents to the proposed amendments to the indenture governing the Notes. The amendments, which eliminate or modify substantially all of the restrictive covenants in the indenture, became operative upon acceptance of the Notes for purchase.

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

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the expected benefits of the acquisition, which involve a number or risks and uncertainties. These statements are based on Kimball’s and Reptron’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 successful integration of Reptron 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; potential equipment malfunction; and plant construction and repair delays; uncertainties involved in implementing improvements in the manufacturing process; the ability to retain key management and technical personnel of Reptron; 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 Reptron’s reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. Kimball and Reptron are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

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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 about Reptron, please access http://www.reptron.com.

About Kimball Electronics:

Started in 1961, Kimball Electronics Group is a global contract electronics manufacturing services company that specializes in durable electronics for the automotive, medical, industrial and public safety markets.

Kimball Electronics Group is well recognized for its excellent quality, reliability and innovative service.

The September 2005 issue of “Electronic Business” magazine ranked Kimball Electronics as # 26 among the global Top 100 Contract Manufacturers. In June 2005, Electronics Supply & Manufacturing magazine rated Kimball Electronics #20 among the Top 50 Electronics Manufacturing Services Companies. Kimball Electronics Group has manufacturing operations in the U.S., Mexico, Thailand, Poland, Wales, Ireland, and China.

To learn more about Kimball Electronics Group, visit our website at: www.kegroup.com

About Kimball International:

Recognized with a reputation for excellence, Kimball International is committed to a high performance culture that values personal and organizational commitment to quality, reliability, value, speed, and ethical behavior. Kimball employees know they are part of a corporate culture that builds success for Customers while enabling employees to share in the Company’s success through personal, professional and financial growth.

Kimball International, Inc. (NASDAQ: KBALB) provides a variety of products from its two business segments: the Furniture and Cabinets segment and the Electronic Contract Assemblies segment. The Electronic Contract Assemblies segment provides engineering and manufacturing services which utilize common production and support capabilities to a variety of industries globally. The Furniture and Cabinets segment provides furniture for the office and hospitality industries, sold under the Company’s family of brand names.

To learn more about Kimball International, Inc., visit the Company’s website on the Internet at: www.kimball.com

“Kimball International … We Build Success!”

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