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): May 3, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective as of May 3, 2011, the Company’s Board of Directors approved changes to the Amended and Restated Code of Regulations of the Company in order to (1) provide that the Board of Directors shall be composed of no fewer than seven persons and make related changes; (2) clarify that directors may be removed from office in accordance with Ohio law; and (3) clarify that the Board of Directors may, but is not required to, fill a vacancy on the Board, as set forth under Ohio law.

Previously the Code provided that there would be a minimum of 9 members on the Board of Directors.

The Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This document will also be available on the Company’s website at www.sparton.com.

Item 9.01 Financial Statements and Exhibits

 

Exhibit

No.

  

Description

Exhibit 99.1    Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors on May 3, 2011.


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: May 9, 2011     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 99.1    Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors on May 3, 2011.