-----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, OqThCbmzEEFvIkpnLs+EBLCh+L6j4KQG79pStF8VrRkZ9l3kZCSXUlCDghHhnQvq 9tc5y1C4ru98c3tEU/1cvA== 0001193125-11-041428.txt : 20110222 0001193125-11-041428.hdr.sgml : 20110221 20110222084812 ACCESSION NUMBER: 0001193125-11-041428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 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: 11626596 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 d8k.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): February 18, 2011

 

 

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.)

 

425 Martingale Road

Suite 2050

Schaumburg, Illinois

  60173-2213
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (800) 772-7866

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:

 

¨ 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 8.01 Other Events.

Sparton Corporation (“Sparton”) issued a press release today announcing that its wholly-owned subsidiary, Sparton BP Medical Denver, LLC, entered into an asset purchase agreement with Byers Peak, Incorporated and its shareholders to acquire certain assets and assume certain liabilities of Byers Peak’s OEM medical device and contract manufacturing business located in Wheat Ridge, Colorado. The purchase price of $4,350,000 is subject to certain post closing adjustments and will be funded through Sparton’s existing cash balances. The acquisition is expected to close within 30 days and closing is subject to standard covenants and conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

Exhibit 99.1    Press Release dated February 22, 2011 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
Dated: February 22, 2011     By:  

    /s/ Cary B. Wood

    Cary B. Wood, President and Chief Executive Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

  Analyst Contact:   Greg Slome
    Sparton Corporation
    Email: gslome@sparton.com
    Office: (847) 762-5812
  Media Contact :   Mike Osborne
    Sparton Corporation
    Email: mosborne@sparton.com
    Office: (847) 762-5814
  Investor Contact:   John Nesbett/Jennifer Belodeau
    Institutional Marketing Services
    Email: jnesbett@institutionalms.com
    Office: (203) 972-9200

FOR IMMEDIATE RELEASE

Sparton Corporation to Acquire Assets of Byers Peak for $4.35 Million

 

   

Acquisition Expected to Provide $10 Million in Annual Revenue

 

   

Adds Field Service to Sparton’s Capabilities

SCHAUMBURG, Illinois – February 22, 2011 – Sparton Corporation (NYSE: SPA), a supplier of complex and reliable electronic and electro-mechanical products, sub-assemblies and related services to the highly regulated Medical, Defense & Security, and Aerospace markets announced today that its wholly owned subsidiary, Sparton BP Medical Denver, LLC has signed a definitive agreement to acquire certain assets and assume certain liabilities of Byers Peak, Incorporated in a $4.35 million all-cash transaction, subject to certain post-closing adjustments.

Byers Peak, located near Denver, Colorado, primarily manufactures medical devices for OEM and emerging technology companies in the Therapeutic Device market, including products for surgical navigation, RF energy generation, non-invasive pain relief, arterial disease, and kidney dialysis. The Company also has a field service and installation group that primarily provides water filtration and disinfection systems for the Medical industry as well as device refurbishment programs. Additionally, Byers Peak provides electromechanical device manufacturing support for a limited number of customers outside of the Medical industry that fall under Sparton’s Complex Systems market classification.

“The addition of Byers Peak meets the criteria of our growth strategy by providing further expansion into the therapeutic device market, diversifying our customer base, further expanding our geographic reach into the western United States, and increasing our offerings with the inclusion of field service and refurbishment capabilities. Additionally, Byers Peak brings solid, long-term customer relationships that will utilize Sparton’s expanded list of service offerings,” commented Cary Wood, President & CEO of Sparton Corporation.


“The acquisition is expected to be accretive to earnings no later than our fiscal 2012 second quarter and the addition of the Byers Peak management team and its skilled workforce will further strengthen our business development efforts while also introducing a field service offering to our existing medical customers at the Frederick, Colorado and Strongsville, Ohio facilities.”

“We are pleased with the prospect of joining Sparton’s portfolio of businesses,” stated Phil Prescott, President & Co-Founder of Byers Peak, Incorporated. “We are at the point where we have outgrown our ability to service our customers’ future growth aspirations. With the additional support and enhanced capabilities Sparton has to offer, we now expect to be able to fulfill their needs in a more timely and effective manner. We are also excited by the opportunity to facilitate the growth of Sparton’s field service and refurbishment offerings in the coming years.”

“In the last 24 months, Sparton has undertaken extensive restructuring activities by focusing its efforts primarily on operational and financial improvements that have resulted in a return to profitability. As we shift our focus to future growth, we have begun to dedicate our efforts and resources to both our organic and merger and acquisition growth initiatives. I am extremely pleased to see that, in a relatively short period of time, we are beginning to realize the benefits of those efforts. We look forward to the efficient integration of this business and expect this acquisition to improve profitability and enhance shareholder value,” Mr. Wood concluded.

The transaction is expected to close within 30 days and will be funded through Sparton’s existing cash balances. It is not anticipated that the acquisition will result in any changes to Sparton’s existing Amended and Restated Revolving Credit and Security Agreement with PNC Bank, National Association.

About Sparton Corporation

Sparton Corporation (NYSE:SPA), now in its 111th year, is a provider of complex and sophisticated electromechanical devices with capabilities that include concept development, industrial design, design and manufacturing engineering, production, distribution, and field service. The primary market classifications served are Navigation & Exploration, Defense & Security, Medical, and Complex Systems. Headquartered in Schaumburg, IL, Sparton currently has five manufacturing locations worldwide. Sparton’s Web site may be accessed at http://www.sparton.com.

 


About Sparton Medical

Sparton Medical’s operations are comprised of contract development, design, production and distribution of complex and sophisticated medical related electromechanical devices for customers with specialized needs, specifically in the design and manufacturing process, to assure product reliability and safety in accordance with Food and Drug Administration (“FDA”) guidelines and approvals. This group specializes in systems and procedures targeted to the requirements of medical OEM and emerging technology customers primarily in the In Vitro Diagnostic and Therapeutic Device segments of the Medical Device market space.

Safe Harbor and Fair Disclosure Statement

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 Sparton’s filings with the Securities and Exchange Commission (SEC). The matters discussed in this press release may also involve risks and uncertainties concerning Sparton’s services described in Sparton’s filings with the SEC. In particular, see the risk factors described in Sparton’s most recent Form 10K and Form 10Q. Sparton assumes no obligation to update the forward-looking information contained in this press release.

# # #

-----END PRIVACY-ENHANCED MESSAGE-----