-----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, PNrXGFKEEiKZSxpdhGa2w68nu5yvCwNpvuVzq/LfT5zZi2c8D9+K5tZborAkKAcy f++ouyf/4IA5F8OkdBpntQ== 0001275287-06-003609.txt : 20060717 0001275287-06-003609.hdr.sgml : 20060717 20060717125508 ACCESSION NUMBER: 0001275287-06-003609 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060717 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 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: 06964303 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 sc6395.txt FORM 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) July 17, 2006 SPECTRUM CONTROL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-8796 25-1196447 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of 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. below): [ ] 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 8.01 Acquisition of Advanced Thermal Products, Inc. The following information is being furnished pursuant to Item 8.01. 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 17, 2006, Spectrum Control, Inc. issued a press release announcing it had acquired 100% of the outstanding common stock of Advanced Thermal Products, Inc. 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 July 17, 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: July 17, 2006 By: /s/ John P. Freeman ------------------------- (Signature) Senior Vice President and Chief Financial Officer EX-99.1 2 sc6395ex991.txt EXHIBIT 99.1 Exhibit 99.1 For Immediate Release SPECTRUM CONTROL ACQUIRES ADVANCED THERMAL PRODUCTS, INC. ------------------------------- Expands Recently Created Sensors and Controls Business Fairview, PA, July 17, 2006 --- Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of electronic control products and systems, announced today that it has acquired all of the outstanding common stock of Advanced Thermal Products, Inc. ("ATP"). ATP, based in St. Marys, Pennsylvania, designs and manufactures custom temperature sensors. The total purchase price of the acquisition was $9.3 million. Dick Southworth, Spectrum Control's President and Chief Executive Officer, commented, " With this acquisition, our second in the last nine months and fifth in the last two and a half years, we continue to execute our strategic plan of product expansion and market diversification. ATP manufactures a broad line of custom products including temperature sensing probes and assemblies, positive and negative temperature coefficient ("PTC " and " NTC ") thermistors, and resistance temperature detectors ("RTD ") sensors and related assemblies. These products are used in numerous applications within the heating and air conditioning industry, consumer electronics, energy management, food service, and electronic controls market. Based upon current market conditions and customer order rates, we expect ATP product sales to be approximately $8 million during the next twelve months." Mr. Southworth, continued, " Combined with our acquisition last October of JDK Controls, Inc. (a designer and manufacturer of custom positioning sensors), the addition of ATP strengthens and expands our recently created Sensors and Controls business segment. With our goal of dynamic growth for Spectrum Control, we will continue to seek synergistic acquisitions like ATP to further expand our product offerings and end-markets," he concluded. FORWARD-LOOKING INFORMATION This release contains statements concerning future sales of Advanced Thermal Products, Inc. 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 the ability of Spectrum Control to successfully integrate the acquired business with its existing operations 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 military/aerospace and telecommunications equipment, with applications in secure communications, smart weapons and munitions, missile defense systems, avionic upgrades, wireless base stations, broadband switching equipment, and global positioning systems. 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-----