8-K

EFFECTIVE AUGUST 23RD, 2004

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 31, 2008
Spectrum Control, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania	0-8796			25-1196447
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
8031 Avonia Road; Fairview, Pennsylvania				16415
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(814) 474-2207
(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))

Item 2.02 Results of Operations and Financial Condition

The following information is being furnished pursuant to Item 2.02. This information, including the exhibits attached hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

On July 2, 2008, Spectrum Control, Inc. issued an earnings release announcing its financial results for the second quarter ended May 31, 2008. A copy of the earnings release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits - 99.1 Press Release of Spectrum Control, Inc. dated July 2, 2008.

SIGNATURE

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 hereto duly authorized.

	SPECTRUM CONTROL, INC. (Registrant)
Date: July 2, 2008	By:	/s/ John P. Freeman
		(Signature)
		Senior Vice President and Chief Financial Officer

EX-99.1

Spectrum Control Reports Second Quarter Profit

Customer Orders for the Current Quarter Total $42.4 Million;

Up 20% from a Year Ago and 34% from the First Quarter of This Year

Fairview, Pa, July 2, 2008 ----- Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of electronic control products and systems, today reported results for the second quarter ended May 31, 2008.

For the second quarter of fiscal 2008, the Company reported net income of $2.2 million or 16 cents per share on sales of $32.6 million, compared to net income of $2.8 million or 21 cents per share (20 cents diluted) on sales of $33.6 million for the same period last year. For the first half of fiscal 2008, the Company had net income of $4.0 million or 30 cents per share (29 cents diluted) on sales of $63.7 million. For the comparable period of 2007, the Company had net income of $4.9 million or 37 cents per share (36 cents diluted) on sales of $66.4 million.

Dick Southworth, the Company’s President and Chief Executive Officer, commented, “ Total customer orders received in the current quarter were a record $42.4 million, an increase of $10.8 million or 34% from the first quarter of fiscal 2008 and $7.0 million or 20% from the same period a year ago. Military and defense markets were particularly strong. Major orders received in the second quarter included applications for secure communications, various land and amphibious combat systems, and munitions systems. With this strong order rate, our sales order backlog grew to $58.3 million as of May 31, 2008, up $10.3 million from the end of last fiscal year. A significant portion of our recent orders, however, are not required to be shipped to customers until later this year or early into fiscal 2009. As a result, our shipments and profitability for the current quarter fell slightly below our previous expectations. With our record second quarter order rate and strong sales order backlog, we have maintained our production capacity and infrastructure to enable us to respond quickly and efficiently to expected increases in business levels. Accordingly, we believe our Company is strategically positioned for long-term dynamic growth and enhanced shareholder value.”

Business Segment Discussion

Our operations are conducted in four reportable segments: signal and power integrity components; microwave components and systems; power management systems; and sensors and controls.

Our Signal and Power Integrity Components Business designs and manufactures a broad range of products including low pass electromagnetic interference ("EMI") filters, filter plates, filtered connectors, specialty ceramic components, power entry modules, power line filters, antennas, and various value-added assemblies. These products are used in numerous industries including military and defense, communications equipment, medical and industrial instrumentation, and commercial aerospace.

Our Microwave Components and Systems Business designs and manufactures microwave filters, amplifiers, frequency mixers, oscillators, synthesizers, multiple channel filter banks, and related products and integrated assemblies. These components and systems are predominantly used in various military and defense applications including secure communications, smart weapons and munitions, countermeasures for improvised explosive devices, radar systems, and military aircraft.

Early in fiscal 2008, customer orders for certain military/defense programs were delayed and demand throughout portions of our telecom equipment markets was soft. These market conditions contributed to lower shipment volumes during the current quarter for our signal and power components, as well as our microwave products. However, overall market conditions have recently improved, as reflected in our second quarter order rates.

Shipments of our signal and power integrity components were $13.7 million in the current quarter, down $1.1 million from the second quarter of last year. Sales of our microwave components and systems amounted to $10.4 million in the second quarter of fiscal 2008, down $1.4 million from the same period a year ago. In the current quarter, customer orders received for signal and power integrity components totaled $ 19.6 million, up $6.8 million or 53% from the first quarter of this year and $3.1 million or 19% from the comparable period of fiscal 2007. Customer orders received for our microwave products were $13.5 million in the current quarter, an increase of $5.5 million or 68% from the first quarter of this year and $1.9 million or 17% from the same period last year.

Our Sensors and Controls Business designs and manufactures rotary and linear precision sensors, temperature sensing probes, thermistors, resistance detector sensors, and related assemblies. Shipments of our sensors and controls amounted to $5.6 million in the second quarter of fiscal 2008, up $446,000 or 9% from the same period a year ago. Customer orders for these products totaled $6.9 million in the current quarter, up $1.2 million or 21% from the second quarter of last year. In particular, demand for our custom position sensors (which are used in numerous applications including robotic surgical equipment, commercial weather instruments, and military aircraft and vehicles) continues to increase.

Our Power Management Systems Business designs and manufactures power distribution units, breaker and fuse interface panels, custom power outlet strips, and our Smart Start power management systems. Shipments of our power management systems increased by $1.1 million or 57%, with shipments of $2.9 million in the current quarter and $1.9 million in the comparable period last year. Customer orders for these systems amounted to $2.4 million in the second quarter of fiscal 2008, an increase of 42% from a year ago. Demand for these products was particularly strong in applications for servers, data storage, optical networking equipment, voice-over-internet protocol (“VoIP”) equipment, switching gear, and various defense-related systems.

Stock Buyback

During the second quarter of fiscal 2008, we continued our stock buyback program, with our Board of Directors authorizing an additional $5.0 million to be used for stock repurchases. Of this additional authorization, $1.7 million was expended in the second quarter of fiscal 2008 to acquire approximately 199,000 shares of the Company’s Common Stock. In accordance with the terms of our stock buyback program, acquired shares are purchased in the open market or through privately negotiated transactions at prevailing market prices. Funding for these repurchases comes from available cash reserves or borrowings under our revolving line of credit facilities. The amount and timing of future share repurchases will be based on our ongoing assessment of the Company’s capital structure, liquidity, and the market price of the Company’s Common Stock. From the inception of our stock buyback program through May 31, 2008, we have repurchased a total of 1.1 million shares at an aggregate cost of $7.7 million, as part of our Board’s aggregate authorization of $11.0 million. The repurchased shares are held as treasury stock.

Current Business Outlook

Mr. Southworth added, “With some uncertainty in the U.S. economic and political environment, and ever-shortening lead times within our commercial markets, developing short-term business forecasts has become increasingly difficult. Based upon our existing sales order backlog, recent customer order trends, and the forecasted requirements for certain major customers and programs, we currently expect shipments of $32.5 to $34.0 million for our third quarter ending August 31, 2008. If this sales level is achieved, we anticipate generating earnings of 16 to 19 cents per share for the third quarter of fiscal 2008. On a longer-term basis, we will continue to build a diversified platform of products, while strengthening our status as a key supplier to all of our major customers. As we broaden our product portfolio and participation in a wide variety of markets, we will lessen the impact from a sustained weakness in any particular market sector. As our sales volumes increase, we will be able to leverage our manufacturing overhead to enhance operating margins and overall profitability More than ever, we believe this business strategy will deliver long-term shareholder value during all market cycles.”

Forward-Looking Information

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

Simultaneous Webcast and Teleconference Replay

Spectrum Control, Inc. will host a teleconference to discuss its second quarter results on Wednesday, July 2, 2008, at 4:45 p.m., Eastern Time. Internet users will be able to access a simultaneous webcast of the teleconference atwww.spectrumcontrol.com or www.vcall.com. A taped replay of the call will be available through July 3, 2008, at 877-660-6853, access account 286, conference 288650, or for 30 days over the Internet at the Company’s website.

About Spectrum Control

Spectrum Control, Inc. designs and manufacturers a wide range of components and systems used to condition, regulate, transmit, receive, or govern electronic performance. The Company’s largest individual markets are military/defense and communications equipment, with applications in secure communications, smart weapons and munitions, countermeasures for improvised explosive devices, missile defense systems, wireless base stations, broadband switching gear, and global positioning systems. For more information about Spectrum Control and its products, please visit the Company’s website at www.spectrumcontrol.com.

Corporate Headquarters	Investor Relations
8031 Avonia Road	John P. Freeman, Senior Vice President
Fairview, PA 16415	and Chief Financial Officer
Phone: 814/474-2207	Spectrum Control, Inc.
Fax: 814/474-2208	Phone: 814/474-4310

Spectrum Control, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

( Unaudited )

( Dollar Amounts in Thousands )

	May 31,		November 30,
	2008		2007
Assets
Current assets
Cash and cash equivalents	$	8,169	$	5,183
Accounts receivable		23,537		25,461
Inventories		26,703		25,458
Deferred income taxes		1,332		1,332
Prepaid expenses and other current assets		2,560		911
Total current assets		62,301		58,345
Property, plant and equipment, net		25,564		26,177
Noncurrent assets
Goodwill		35,669		35,669
Other		6,001		6,728
Total assets	$	129,535	$	126,919
Liabilities and Stockholders' Equity
Current liabilities
Short-term debt	$	7,000	$	2,000
Accounts payable		6,019		6,764
Income taxes payable		39		1,391
Accrued liabilities		3,924		4,813
Current portion of long-term debt		100		100
Total current liabilities		17,082		15,068
Long-term debt		951		1,031
Other liabilities		1,027		1,370
Deferred income taxes		7,766		7,582
Stockholders' equity		102,709		101,868
Total liabilities and stockholders' equity	$	129,535	$	126,919

Spectrum Control, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

( Unaudited )

( Amounts in Thousands, Except Per Share Data )

	Three Months Ended						Six Months Ended
	May 31,						May 31,
	2008			2007			2008			2007
Net sales	$	32,574		$	33,558		$	63,728		$	66,445
Cost of products sold		24,494			24,425			48,797			49,510
Gross margin		8,080			9,133			14,931			16,935
Selling, general and administrative expense		4,671			4,639			8,882			9,076
Income from operations		3,409			4,494			6,049			7,859
Other income ( expense )
Interest expense		(97	)		(159	)		(139	)		(326	)
Other income and expense, net		15			31			256			196
		(82	)		(128	)		117			(130	)
Income before provision for income taxes		3,327			4,366			6,166			7,729
Provision for income taxes		1,151			1,616			2,201			2,860
Net income	$	2,176		$	2,750		$	3,965		$	4,869
Earnings per common share :
Basic	$	0.16		$	0.21		$	0.30		$	0.37
Diluted	$	0.16		$	0.20		$	0.29		$	0.36
Average number of common shares outstanding :
Basic		13,234			13,364			13,298			13,298
Diluted		13,358			13,798			13,500			13,694

Spectrum Control, Inc. and Subsidiaries

Selected Financial Data

( Unaudited )

	Three Months Ended						Six Months Ended
	May 31,						May 31,
Selected Financial Data,	2008			2007			2008			2007
as a Percentage of Net Sales :
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold		75.2			72.8			76.6			74.5
Gross margin		24.8			27.2			23.4			25.5
Selling, general and administrative expense		14.3			13.8			13.9			13.7
Income from operations		10.5			13.4			9.5			11.8
Other income ( expense )
Interest expense		(0.3	)		(0.5	)		(0.2	)		(0.5	)
Other income and expense, net		-			0.1			0.4			0.3
Income before provision for income taxes		10.2			13.0			9.7			11.6
Provision for income taxes		3.5			4.8			3.5			4.3
Net income		6.7	%		8.2	%		6.2	%		7.3	%
Selected Operating Segment Data :
( Dollar Amounts in Thousands )
Signal and power integrity components :
Customer orders received	$	19,568		$	16,442		$	32,339		$	29,808
Net sales		13,665			14,790			26,815			30,054
Microwave components and systems :
Customer orders received		13,548			11,604			21,591			24,385
Net sales		10,355			11,727			20,747			22,813
Power management systems :
Customer orders received		2,434			1,714			6,171			3,796
Net sales		2,942			1,875			5,390			3,433
Sensors and controls :
Customer orders received		6,889			5,675			13,966			11,476
Net sales		5,612			5,166			10,776			10,145