0000950152-05-000583.txt : 20120629 0000950152-05-000583.hdr.sgml : 20120629 20050128202821 ACCESSION NUMBER: 0000950152-05-000583 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050131 DATE AS OF CHANGE: 20050128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04639 FILM NUMBER: 05559769 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 425 1 l11712ae8vk.txt CTS CORPORATION 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 28, 2005 CTS CORPORATION (Exact Name of Registrant as Specified in Charter) Indiana 1-4639 35-0225010 (State or Other Jurisdiction (Commission File Numbers) (I.R.S. Employer of Incorporation) Identification Nos.) 905 West Boulevard North Elkhart, Indiana 46514 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (574) 293-7511 N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [X] 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 OTHER EVENTS. On January 28, 2005, CTS Corporation ("CTS") and SMTEK International, Inc. ("SMTEK") issued a joint press release regarding the determination of the exchange ratio in CTS' acquisition of SMTEK. A copy of the joint press release issued is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibits are filed with this report: Exhibit No. Exhibit Description ----------- ------------------- 99.1 Joint press release, dated January 28, 2005. 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 hereunto duly authorized. CTS CORPORATION /s/ Richard G. Cutter ---------------------------------------- By: Richard G. Cutter Vice President, General Counsel and Secretary Date: January 28, 2005 EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 99.1 Joint press release, dated January 28, 2005. EX-99.1 2 l11712aexv99w1.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 newsrelease -------------------------------------------------------------------------------- CTS CORPORATION Elkhart, Indiana 46514 (574) 293-7511 January 28, 2005 FOR RELEASE: Immediately CTS ANNOUNCES EXCHANGE RATIO FOR ACQUISITION OF SMTEK INTERNATIONAL, INC. Elkhart, IN. -- January 28, 2005 -- CTS Corporation (NYSE: CTS) and SMTEK International, Inc. (The Nasdaq SmallCap Market: SMTI) today announced that the exchange ratio, or the number of shares of CTS common stock to be exchanged for each share of SMTEK common stock held by SMTEK stockholders in connection with CTS' acquisition of SMTEK, would be .2913. The exchange ratio was determined by dividing $3.5309, the value of the stock component of the merger consideration, by the volume weighted average price of CTS common stock for the 20 consecutive trading days in the period ending on the trading day immediately prior to the closing date for the merger, assuming that the acquisition is consummated on January 31, 2005, as presently contemplated. In accordance with the terms of the merger agreement, SMTEK stockholders will receive $10.725 in cash, without interest, and .2913 shares of CTS common stock for each share of SMTEK common stock they hold. ABOUT CTS: CTS is a leading designer and manufacturer of electronic components and sensors, and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, computer and communications markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS." To find out more, visit the CTS Web site at www.ctscorp.com. ABOUT SMTEK: SMTEK is an electronics manufacturing services (EMS) provider serving original equipment manufacturers (OEMs) in the medical, industrial instrumentation, telecommunications, security, financial services automation, aerospace and defense industries with integrated solutions ranging from design to end-of-life services. SMTEK's four facilities are located in Moorpark and Santa Clara, California; Marlborough, Massachusetts; and in Bangkok, Thailand. SAFE HARBOR STATEMENT This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the anticipated closing date for the proposed acquisition of SMTEK and the expected exchange ratio, assuming the consummation of the acquisition on January 31, 2005. These statements are based on our respective managements' current expectations, certain assumptions and currently available information. There are a number of risks and uncertainties that could cause actual results to differ materially from those presented. For example, we may be unable to obtain SMTEK stockholder approval required for the merger or the other conditions to the completion of the merger may not be met. The companies undertake no obligation to publicly update their forward-looking statements, whether as a result of market or industry changes, new information, or future events. ADDITIONAL INFORMATION CTS has filed with the Securities and Exchange Commission a registration statement on Form S-4 that includes a proxy statement and a prospectus and other relevant documents in connection with the proposed transaction. In addition, CTS has published and made available to stockholders of SMTEK and filed with the Securities and Exchange Commission, a prospectus. Investors and security holders are urged to carefully read the prospectus regarding the acquisition because it contains important information on which to exclusively base their investment decision. Investors and security holders of SMTEK are urged to read the proxy statement and prospectus and other relevant materials because they contain important information about CTS and SMTEK and the proposed transaction. Investors and security holders may obtain a free copy of these materials and other documents filed with the Securities and Exchange Commission at the SEC's Web site at www.sec.gov. Investors and security holders may also obtain copies of these materials from CTS free of charge by requesting them from CTS at the following address and telephone number: CTS Corporation, Attention: Investor Relations, 905 West Boulevard North, Elkhart, Indiana, 46514, phone (574) 293-7511. CTS and SMTEK and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from SMTEK stockholders with respect to the proposed transaction. Information regarding the interests of these officers and directors in the proposed transaction is included in the proxy statement and prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. Contact: Vinod M. Khilnani, Sr. Vice President and Chief Financial Officer, or Mitchell J. Walorski, Director of Investor Relations CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514 Telephone (574) 293-7511 FAX (574) 293-6146 www.ctscorp.com