-----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, TVRstHLY/aTHSS7rqkvK47lZmItkBuTTyEhHqGJMbTSkpxRtbFQhz6TrI6OxtZpv KhY8MNYR46uPoET5w52zFg== 0001275287-06-000006.txt : 20060103 0001275287-06-000006.hdr.sgml : 20060102 20060103132744 ACCESSION NUMBER: 0001275287-06-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060103 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060103 DATE AS OF CHANGE: 20060103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM CONTROL INC CENTRAL INDEX KEY: 0000092769 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 251196447 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08796 FILM NUMBER: 06501423 BUSINESS ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 BUSINESS PHONE: 8144744310 MAIL ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 8-K 1 sc4409.txt 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) January 3, 2006 SPECTRUM CONTROL, INC. ---------------------------------------------------- Exact name of registrant as specified in its charter Pennsylvania 0-8796 25-1196447 ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) 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.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting materials 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 2.01 Completion of Acquisition or Disposition of Assets. On January 3, 2006, Spectrum Control, Inc. issued a press release announcing it had purchased certain land and manufacturing facilities in State College, Pennsylvania. A copy of the press 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 January 3, 2006 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: January 3, 2006 By: /s/ John P. Freeman --------------------------- (Signature) Senior Vice President and Chief Financial Officer EX-99.1 2 sc4409ex991.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SPECTRUM CONTROL TO ESTABLISH CERAMIC OPERATIONS ------------------------------------------------ IN STATE COLLEGE, PENNSYLVANIA ------------------------------ Fairview, Pa, January 3, 2006 ----- Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of electronic control products and systems, today announced that it has purchased certain land and manufacturing facilities in State College, Pennsylvania. The property, which was acquired from Murata Electronics North America, consists of 53 acres of land and approximately 250,000 square feet of modern ceramic manufacturing facilities. The acquired facilities will become the design and manufacturing center for Spectrum Control's ceramic operations. The total cost of the purchase was $5.1 million. Dick Southworth, Spectrum Control's President and Chief Executive Officer, stated, "Our ceramic manufacturing facility in New Orleans was severely damaged by Hurricane Katrina, including impairment to the structural integrity of the building itself. Since the Hurricane, our assessment and recovery efforts have been severely hampered by poor working conditions, as electrical power and clean drinking water have yet to be restored to the area. To date, all usable equipment has been removed from the building and transferred to our newly-acquired facilities in State College. For all equipment which was damaged beyond repair, replacement equipment has been ordered and is expected to be received and placed into service during our first quarter of fiscal 2006. We anticipate pre-production volumes to begin at the State College facilities in February 2006, with full production during the third quarter of fiscal 2006." Mr. Southworth continued, "Since Hurricane Katrina, our ceramic subcontractors have been very supportive in attempting to fulfill our ceramic needs and ramping up their production. Despite their cooperation and efforts, their overall volumes in the fourth quarter fell significantly short of our total needs. The resultant shortfall in our electromagnetic interference (EMI) product revenues, however, was substantially offset by strong shipments in our other businesses. Accordingly, our consolidated revenues for the fourth quarter of fiscal 2005 were approximately $25.4 million, down only two percent from the preceding quarter. New customer orders have been very strong, amounting to $31.7 million in the fourth quarter of fiscal 2005, up 27% from our third quarter levels. We expect to announce our complete fourth quarter and fiscal year 2005 results on January 12, 2006." FORWARD-LOOKING INFORMATION This release contains statements concerning future ceramic production. These forward-looking statements are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. They are based on current expectations and are subject to certain risks, uncertainties and assumptions. Factors that could cause results to differ from the Company's expectations include delays in receiving or installing major equipment, and other factors generally affecting the Company's businesses. For factors generally affecting Spectrum Control's businesses, please see the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that have been filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. ABOUT SPECTRUM CONTROL Spectrum Control is a leading designer and manufacturer of components and systems used to condition, regulate, transmit, receive, or govern electronic performance. The Company's largest markets are telecommunications equipment and military/aerospace, with applications in wireless base stations, broadband switching equipment, global positioning systems, secure communications, smart weapons and munitions, and avionic upgrades. Automotive represents an emerging market for the Company's products, with significant applications in DC motors, telematics, and electronic safety controls. Other markets for the Company's products include medical instrumentation, industrial equipment, computers, and storage devices. 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 -----END PRIVACY-ENHANCED MESSAGE-----