0001193125-16-577772.txt : 20160504 0001193125-16-577772.hdr.sgml : 20160504 20160504164536 ACCESSION NUMBER: 0001193125-16-577772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160428 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160504 DATE AS OF CHANGE: 20160504 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: 161620086 BUSINESS ADDRESS: STREET 1: 425 N. MARTINGALE ROAD STREET 2: SUITE 2050 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8477625800 MAIL ADDRESS: STREET 1: 425 N. MARTINGALE ROAD STREET 2: SUITE 2050 CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: SPARKS WITHINGTON CO DATE OF NAME CHANGE: 19710510 8-K 1 d190829d8k.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): April 28, 2016

 

 

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 1000

Schaumburg, Illinois

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

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

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 28, 2016, the Board of Directors of Sparton Corporation, an Ohio corporation (the “Company”), approved and adopted the First Amendment (“Amendment”) to the Sparton Short-Term Incentive Plan (“Plan”). The Amendment modifies the Plan to include pro rata payment of awards to certain employees upon a Change of Control (as defined in the Amendment).

Specifically, in the event of a Change of Control, a Plan participant is entitled to the benefits specified in the participant’s actual incentive award, prorated to the amount due for the then-current fiscal year as of the end of the quarter immediately preceding the Change of Control. Such pro rata payments are to be made on the date of the Change of Control.

This summary of the terms of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment, which is filed hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit 10.1    First Amendment to Sparton Short-Term Incentive Plan dated April 28, 2016

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 4, 2016     By:  

      /s/ Joseph J. Hartnett

     

  Joseph J. Hartnett, Interim President

  and Chief Executive Officer

Index to Exhibits

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

   

Description

Exhibit 10.1    First Amendment to Sparton Short-Term Incentive Plan dated April 28, 2016
 EX-10.1 2 d190829dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

SPARTON CORPORATION

SHORT-TERM INCENTIVE PLAN

Sparton Corporation, an Ohio corporation (the “Company”), has previously adopted the Sparton Short-Term Incentive Plan (the “Plan”) for the benefit of those individuals selected to participate in the Plan. This First Amendment to the Plan is effective as of the date set forth below.

SECTION 1

BACKGROUND

1.1 Amendment. The Company has reserved the right to amend the Plan as provided in Section 7.1 of the Plan. The Company desires to amend the Plan to include pro-rata payment of awards to certain employees upon a Change of Control (as defined below).

SECTION 2

AMENDMENTS TO PLAN

2.1 Definitions. Section 2 is hereby amended by the addition of the following new Section 2.5, and the re-numbering of the provisions appearing in Section 2 accordingly.

“2.5 “Change of Control” means: (1) Any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; (2) any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; (3) a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (4) any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.”

2.2 Payment of Awards. Section 4 of the Plan is amended by the addition of the following new Section 4.5.

“4.5 Payment in the Event of Change of Control. In the event of a Change of Control, unless otherwise set forth in a Participant’s Actual Incentive Award, Participants shall be entitled to the benefits specified in the Participant’s Actual Incentive Award under “Total Payout at Target”, prorated to the amount due for the then-current fiscal

year as of the end of the quarter immediately preceding the Change of Control. Therefore, no payment shall be made if a Change of Control occurs in the first quarter of the Company’s fiscal year; 25% of the “Total Payout at Target” will be made if a Change of Control occurs in the second quarter of the Company’s fiscal year; 50% of the “Total Payout at Target” will be made if a Change of Control occurs in the third quarter of the Company’s fiscal year; 75% of the “Total Payout at Target” will be made if a Change of Control occurs in the fourth quarter of the Company’s fiscal year. Such amount shall be paid by the Company concurrently with the consummation of the Change of Control. This Section 4.5 shall not apply to any Participant who holds one or more of the following titles at the Company: President, Chief Executive Officer, Senior Vice President, Group Vice President, and Vice President, and such employees shall be entitled to receive such payments (if any) on a Change of Control as set forth in their respective employment agreements.”

SECTION 3

REAFFIRMATION OF PLAN

3.1 Affirmation of Plan. The Plan, as amended, is reaffirmed in all respects.

This Amendment is hereby executed on behalf of the Company as of this 28th day of April, 2016.

 

Sparton Corporation
By:  

/s/ Lawrence Brand

Name:   Lawrence Brand, Senior VP