-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JBX3iz+BDY3NbqKKkZnnKnVc6S7k/82ckWTsi5AUfQBBkgRYHHUfy61tkK3WAz0b 4r8UpSxiYdX5dA9PDuY4og== 0000950123-09-015266.txt : 20090619 0000950123-09-015266.hdr.sgml : 20090619 20090619090026 ACCESSION NUMBER: 0000950123-09-015266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090615 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090619 DATE AS OF CHANGE: 20090619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTON CORP CENTRAL INDEX KEY: 0000092679 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 381054690 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01000 FILM NUMBER: 09899926 BUSINESS ADDRESS: STREET 1: 2400 E GANSON ST CITY: JACKSON STATE: MI ZIP: 49202 BUSINESS PHONE: 5177878600 MAIL ADDRESS: STREET 1: 2400 E GANSONS STREET CITY: JACKSON STATE: MI ZIP: 49202 FORMER COMPANY: FORMER CONFORMED NAME: SPARKS WITHINGTON CO DATE OF NAME CHANGE: 19710510 8-K 1 l36788ae8vk.htm FORM 8-K FORM 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): June 15, 2009
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
Ohio   1-1000   38-1054690
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
2400 East Ganson Street
Jackson, Michigan
  49202
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (517) 787-8600
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 obligation of the registrant under any of the following provisions:
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.
On June 15, 2009, Sparton Corporation (the “Company”) entered into a Modification Agreement (the “Amendment”) with National City Bank, a national banking association (the “Lender”), which amends the terms of the existing Promissory Note dated January 22, 2008 between the Company and the Lender, as amended (the “Promissory Note”) and the related documents. The Promissory Note relates to an $18 million revolving line of credit facility (the “Line of Credit Loan”) that supports the Company’s working capital needs and other general corporate purposes. The Line of Credit Loan is secured by substantially all assets of the Company. The Line of Credit Loan is evidenced by, among other documents, the Promissory Note, as amended by the Master Amendment to Loan Documents, dated as of April 21, 2008 and effective as of March 31, 2008, by the Second Master Amendment to Loan Documents, dated as of July 31, 2008 and effective as of June 30, 2008, by the Third Master Amendment to Loan Documents, dated as of November 12, 2008, by the Fourth Master Amendment to Loan Documents, dated as of January 20, 2009 and by the Promissory Note Modification Agreement dated April 30, 2009 and effective May 1, 2009 (collectively, the “Line of Credit Loan Documents”).
Pursuant to the Amendment, the terms of the Line of Credit Loan Documents were amended to extend the maturity date of the Promissory Note from June 15, 2009 to August 15, 2009. The Company also ratified and confirmed its obligations and liability to the Lender under the Line of Credit Loan Documents pursuant to the Amendment.
The Line of Credit Loan Documents include representations, covenants and events of default that are customary for financing transactions of this nature. The Company’s obligations under the Line of Credit Loan Documents are guaranteed by each of the Company’s subsidiaries, and each guarantee is secured by all assets of the respective subsidiary.
The foregoing does not constitute a complete summary of the terms of the Amendment and reference is made to the complete form of the Amendment and the press release that are attached as Exhibit 10.1 and Exhibit 99.1, respectively, to this report and are hereby incorporated by reference.
Table of Contents
Item 9.01 Financial Statements and Exhibits
(d)   Exhibits
     
Exhibit No.   Description
Exhibit 10.1
  Modification Agreement dated June 15, 2009 by and between Sparton Corporation and National City Bank
 
   
Exhibit 99.1
  Press Release dated June 19, 2009 issued by Sparton Corporation regarding the Modification Agreement

 


 

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.
         
  SPARTON CORPORATION
 
 
Dated: June 19, 2009  By:   /s/ Cary B. Wood    
    Cary B. Wood, President and Chief Executive Officer   
       

 


 

Index to Exhibits
Item 9.01 Financial Statements and Exhibits
(d)   Exhibits
     
Exhibit No.   Description
Exhibit 10.1
  Modification Agreement dated June 15, 2009 by and between Sparton Corporation and National City Bank
 
Exhibit 99.1
  Press Release dated June 19, 2009 issued by Sparton Corporation regarding the Modification Agreement

 

EX-10.1 2 l36788aexv10w1.htm EX-10.1 EX-10.1
Exhibit 10.1
Obligor #8452124486
Obligation #0095739967
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (“Modification”) is dated as of June 15, 2009 (and is effective as of June 15, 2009), by and between SPARTON CORPORATION, an Ohio corporation (“Borrower”) and NATIONAL CITY BANK, a national banking association (“Lender”).
WHEREAS, Lender agreed to lend to Borrower an amount not to exceed the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) (“Loan”), which Loan was evidenced by a certain Promissory Note dated January 22, 2008 (as extended, amended or otherwise modified to date, the “Note”) (the said Note and any other instrument or document given in connection with or to secure the Loan being collectively referred to as “Loan Documents”); and
WHEREAS, the parties hereto desire to modify the Note as hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing promises and the covenants contained herein, the parties hereto agree as follows:
1.   Liability of Borrower. Borrower hereby ratifies and reconfirms Borrower’s obligations and all liability to Lender under the terms and conditions of the Loan Documents and acknowledges that Borrower has no defenses to or rights of set-off against Borrower’s obligations and all liability to Lender thereunder. Borrower further acknowledges that Lender has performed all of Lender’s obligations under the Loan Documents.
 
2.   Modification. (a) The principal amount outstanding under the Note as of the effective date of this Modification is Fifteen Million Five Hundred Thousand and 00/100 Dollars ($15,500,000.00).
 
    (b) The Note is hereby modified to extend the maturity date from June 15, 2009, to August 15, 2009.
 
    (c) The next payment is due July 15, 2009, and payments are due monthly thereafter as set forth in the Note. Payments prior to the first scheduled payment above have been made as evidenced by the books and records of Lender.
 
3.   Ratification of Loan Documents. The Loan Documents are in all respects ratified and confirmed by the parties hereto and incorporated by reference herein, and each of the Loan Documents and this Modification shall be read, taken and construed as one and the same instrument. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Documents. In the event of any conflict between the terms and provisions of this Modification and the terms and provisions of the Loan Documents, the terms and provisions of this Modification shall control.
(SIGNATURES ARE CONTAINED ON THE NEXT FOLLOWING PAGE)

-1-


 

IN WITNESS WHEREOF, the undersigned have caused this Modification to be executed as of the day and year first above written.
         
  SPARTON CORPORATION,
an Ohio corporation

 
 
  By:   /s/ Gregory A. Slome    
    Gregory A. Slome   
    Its: Senior Vice President/CFO   
 
  NATIONAL CITY BANK,
a national banking association

 
 
  By:   /s/ John McManus    
    John McManus   
    Its: Regional President   
 

-2-

EX-99.1 3 l36788aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
Contact:   Dick Pacini
The Millerschin Group
248/276-1970
Cell: 248/770-6446
dpacini@millerschingroup.com
FOR IMMEDIATE RELEASE
Sparton Corporation Receives an Extension of Its Credit Facility
JACKSON, Mich. — June 19, 2009 — Sparton Corporation (NYSE: SPA) today announced that the terms of its Line of Credit Loan Documents with National City Bank were amended to extend the maturity date of the Promissory Note from June 15, 2009, to August 15, 2009, as due diligence activites continue with a prospective lender with respect to a potential replacement facility. The Company also ratified and confirmed its obligations and liability to the lender under the Line of Credit Loan Documents pursuant to the Amendment. Details of the extension are outlined in the Company’s Current Report on Form 8-K, which was filed today with the Securities and Exchange Commission.
About Sparton Corporation
Sparton Corporation (NYSE:SPA) now in its 109th year, is a broad-based provider of electronics to technology-driven companies in diverse markets. The Company provides its customers with sophisticated electronic and electromechanical products through prime contracts and through contract design and manufacturing services. Headquartered in Jackson, Mich., Sparton currently has five manufacturing locations worldwide. The Company’s Web site may be accessed at http://www.sparton.com.
Safe Harbor and Fair Disclosure Statement
Certain statements described in this press release are forward-looking statements within the scope of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “will” or “intend” and similar words or expressions. These forward-looking statements reflect Sparton’s current views with respect to future events and are based on currently available financial, economic and competitive data and its current business plans. Actual results could vary materially depending on risks and uncertainties that may affect Sparton’s operations, markets, prices and other factors. Important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, Sparton’s financial performance and the implementations and results of its ongoing strategic initiatives. For a more detailed discussion of these and other risk factors, see Part I, Item 1A, Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Sparton’s Form 10-K for the year ended June 30, 2008, and its other filings with the Securities and Exchange Commission. Sparton undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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