-----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, EVFG+nfar/6kWfC+gT0MH/NE4Iyp1UegKX5vQarGoo11ciJtYZnseTv7cFwNVrCh Mzh0mbTPK2CDHCfZhjwP5w== 0000950152-04-007631.txt : 20041026 0000950152-04-007631.hdr.sgml : 20041026 20041026152631 ACCESSION NUMBER: 0000950152-04-007631 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTON CORP CENTRAL INDEX KEY: 0000092679 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] 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: 041096598 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 l10184ae8vk.htm SPARTON CORPORATION 8-K Sparton Corporation 8-K
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)   October 25, 2004
 
 
     
Sparton Corporation

 
(Exact Name of Registrant as Specified in Its Charter)
     
Ohio

 
(State or Other Jurisdiction of Incorporation)
     
1-1000   38-1054690

 
 
 
(Commission File Number)   (IRS Employer Identification No.)
     
2400 East Ganson Street, Jackson, Michigan   49202

 
 
 
(Address of Principal Executive Offices)   (Zip Code)
     
(517) 787-8600

 
(Registrant’s Telephone Number, Including Area Code)
     
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 (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))



 


 

INTRODUCTORY NOTE

On October 25, 2004 Sparton Corporation issued a Press Release announcing the action taken at a Special Shareholders Meeting held on October 15, 2004.

ITEM 7.01. REGULATION FD DISCLOSURE.

On October 25, 2004, Sparton Corporation, an Ohio Corporation (the “Company”) issued a Press Release announcing the detailed results of the voting at a Special Shareholders meeting that was originally scheduled for September 24, 2004 and adjourned to October 15, 2004, and addressing certain issues concerning the Company and the conduct of the voting at the Special Shareholders Meeting.

The foregoing description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS

(c) Exhibits Furnished

Exhibit 99.1    Press Release dated October 25, 2004 issued by Sparton Corporation.

 


 

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 thereunto duly authorized.

     
  SPARTON CORPORATION

    /s/ David W. Hockenbrocht

David W. Hockenbrocht
Chief Executive Officer
October 25, 2004

 


 

Index to Exhibits


     
Exhibit No.   Description
 
Exhibit 99.1
  Press Release dated October 25, 2004 issued by Sparton Corporation.

 

EX-99.1 2 l10184aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1
 

Exhibit 99.1

     
[Logo of Sparton Corporation]
  NEWS RELEASE

FOR IMMEDIATE RELEASE

Sparton Corporation Announces Detailed Results of Its Special Shareholders Meeting

JACKSON, Mich.—October 25, 2004—Sparton Corporation (NYSE:SPA) announced today the detailed voting results on the two measures presented at its special meeting of shareholders originally scheduled for September 24, 2004 and then adjourned until October 15, 2004. At the meeting, in excess of 95% of the shares outstanding were represented in person or by proxy. On the proposal to eliminate cumulative voting in the election of directors, the proposal passed with an affirmative vote of 5,607,704 shares (over 67% of the 8,351,538 shares outstanding and entitled to vote), with 2,335,140 shares voting against the proposal and 15,391 shares abstaining. The proposal to require timely written notice of shareholder nominations for the election of directors also passed with an affirmative vote of 5,783,636 shares (over 69% of the outstanding shares), with 2,162,807 shares voting against the proposal and 11,792 shares abstaining.

Bradley O. Smith, Chairman, and David W. Hockenbrocht, President, of Sparton said “The strong shareholder support for these two measures validates our belief that they are important for the effective functioning of our Board and in the best interests of our shareholders. It appears that substantially all of the votes cast against the measures came from institutional investors which often vote against such measures without any individual analysis. They may also have been influenced by the aggressive and misleading public attack on the measures conducted by one shareholder. Nevertheless, we believe that the shareholders as a whole reached the right result, and we are extremely pleased with the large percentage of shares (in excess of 70% of the votes cast) which supported these corporate governance reforms.”

Messrs. Smith and Hockenbrocht continued that “We are disappointed, however, that the principal opponent of these measures has continued its public attack on the results of the voting and the process by which the shareholders were asked to express their views on these significant measures. A majority of the shareholders clearly favored the reforms. We see the adjournment of the meeting as an exercise of shareholders’ rights, specifically contemplated by Ohio law, to permit shareholders the fullest opportunity practicable to express their views. We are also disturbed by the suggestion that there might have been some voting irregularity because Illinois Stock Transfer Company, the inspector of election for the special meeting, also serves as Sparton’s transfer agent, a role played by many transfer agents in many public company elections. That relationship makes them the natural choice to serve as the inspector of election, and it seems to us that this suggestion merely illustrates the desperate and misleading nature of the attack on the reform measures.”

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: To the extent any statements made in this release contain information that is not historical, these statements are essentially forward-looking and are subject to risks and uncertainties, including the difficulty of predicting future results, the regulatory environment, fluctuations in operating

 


 

results and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

For more information, please contact Rhonda Aldrich, Sparton Corporation at (517) 787 -8600 or visit the Sparton website at http://www.sparton.com.

 

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