8-K

SPARTON CORPORATION

Dated: June 15, 2017

/s/ Joseph J. Hartnett

Joseph J. Hartnett, Interim President

and Chief Executive Officer

0001193125-17-204692.txt : 20170615 0001193125-17-204692.hdr.sgml : 20170615 20170615160203 ACCESSION NUMBER: 0001193125-17-204692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170613 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170615 DATE AS OF CHANGE: 20170615 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: 17913544 BUSINESS ADDRESS: STREET 1: 425 N. MARTINGALE ROAD STREET 2: SUITE 1000 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8477625800 MAIL ADDRESS: STREET 1: 425 N. MARTINGALE ROAD STREET 2: SUITE 1000 CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: SPARKS WITHINGTON CO DATE OF NAME CHANGE: 19710510 8-K 1 d390874d8k.htm 8-K 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 13, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 13, 2017, the Board of Directors (the “Board”) of Sparton Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s Code of Regulations (the “Code”) effective as of June 13, 2017. The Amendment extended the deadline for shareholders to nominate persons for election to the Board at the 2017 annual meeting of shareholders to August 18, 2017. Any director nominations received by the Company at or prior to the close of business on August 18, 2017, and otherwise complying with the Code, may be brought before the Company’s 2017 annual meeting of shareholders.

The above description is qualified in its entirety by reference to the Amendment, which is included as Exhibit 99.1.

Item 9.01

Exhibits

(d)

Exhibits


Exhibit No.		Description

99.1		Amendment to Sparton Corporation’s Amended and Restated Code of Regulations, effective as of June 13, 2017.

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.

EX-99.1 2 d390874dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CODE OF REGULATIONS

Effective June 13, 2017, Sparton Corporation, an Ohio corporation (the “Company”), does hereby certify that the Board of Directors of the Company adopted resolutions pursuant to the Ohio Revised Code and the Company’s Amended and Restated Code of Regulations (the “Code of Regulations”) approving and adopting the following amendment to the Code of Regulations of the Company:

Article I, Section 10(B)(ii) of the Code of Regulations is hereby amended and restated in its entirety as follows:

“With respect to any nominations of persons for election to the Board of Directors, a shareholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than two hundred and forty (240) days prior to the one year anniversary of the preceding year’s annual meeting, except that with respect to the 2017 annual meeting of shareholders, a shareholder’s notice with respect to the nominations of any persons for election to the Board of Directors must be delivered to, or mailed and received at, the principal executive offices of the Company no later than August 18, 2017; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so delivered, or mailed and received, not earlier than the two hundred and fortieth (240th) day prior to such annual meeting and not later than the one hundred and twentieth (120th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public announcement of the date of such annual meeting was first made.”

IN WITNESS WHEREOF, this Certificate is effective as of the 13th day of June, 2017.