-----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, E9KxhRaF4q3bl08YoC1IXsF37ok/J7VSrEB8o8tpsYenOuF/VcNb0MwibQzloUYF +4o2YetIKQ+c84M87nYiBg== 0000950152-08-004688.txt : 20080618 0000950152-08-004688.hdr.sgml : 20080618 20080618170953 ACCESSION NUMBER: 0000950152-08-004688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080617 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 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: 08906269 BUSINESS ADDRESS: STREET 1: 2400 E GANSON ST CITY: JACKSON STATE: MI ZIP: 49202 BUSINESS PHONE: 5177878600 MAIL ADDRESS: STREET 1: 2400 E GANSONS STREET CITY: JACKSON STATE: MI ZIP: 49202 FORMER COMPANY: FORMER CONFORMED NAME: SPARKS WITHINGTON CO DATE OF NAME CHANGE: 19710510 8-K 1 l32119ae8vk.htm SPARTON CORPORATION 8-K Sparton Corporation 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2008
Sparton Corporation
 
(Exact Name of Registrant as Specified in Its Charter)
Ohio
 
(State or Other Jurisdiction of Incorporation)
     
1-1000   38-1054690
 
(Commission File Number)   (IRS Employer Identification No.)
     
2400 East Ganson Street, Jackson, Michigan   49202
 
(Address of Principal Executive Offices)   (Zip Code)
(517) 787-8600
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(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))
 
 

 


 

INTRODUCTORY NOTE
On June 17, 2008 Sparton Corporation issued a Press Release announcing the closure of its plant located in Albuquerque, New Mexico and released a letter to shareholders announcing the suspension of manufacturing operations conducted at the Albuquerque facility, certain actions taken by the Company to improve profitability, and the results of sonobuoy drop tests.
ITEM 2.05.   COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On June 17, 2008 Sparton Corporation, an Ohio Corporation (the “Company”), issued a Press Release (“Press Release”) announcing that pursuant to action taken by the Board of Directors on June 4, 2008, it would discontinue manufacturing operations conducted at the Albuquerque facility of its wholly owned subsidiary, Sparton Technology, Inc. on or about September 30, 2008 and transition the manufacturing operations to other facilities maintained by the Company. The Company discontinued manufacturing operations at the Albuquerque facility after conducting a review of the sales history for the facility and assessing market influences. At this time, the Company is unable to determine the costs associated with the termination of manufacturing operations at the Albuquerque facility and whether such costs will be material to the Company. In accordance with the requirements of the Securities and Exchange Commission, the Company will file an amendment on Form 8-K within four business days after making a determination of the amount of such costs.
The foregoing description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7.01.   REGULATION FD DISCLOSURE
On June 17, 2008 the Company sent correspondence to the shareholders of the Company announcing the discontinuance of manufacturing operations conducted at the Albuquerque facility of its wholly owned subsidiary, Sparton Technology, Inc. on or about September 30, 2008, certain actions taken by the Company to improve profitability, and the results of sonobuoy drop tests (the “Correspondence”).
The information contained in this Item 7.01 and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for the purposes of Section 18 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 the Exchange Act, except as expressly set forth by the specific reference in such a filing.
The foregoing description of the Correspondence is qualified in its entirety by reference to the Correspondence, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01.   FINANCIAL STATEMENTS & EXHIBITS
(d) Exhibits
     
Exhibit 99.1
  Press Release dated June 17, 2008 issued by Sparton Corporation.
 
   
Exhibit 99.2
  Correspondence dated June 17, 2008 issued by Sparton Corporation.

 


 

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.
         
  SPARTON CORPORATION
 
 
  /s/ Richard L. Langley    
        Richard L. Langley   
        Chief Executive Officer
      June 17, 2008 
 

 


 

         
Index to Exhibits
     
Exhibit No.   Description
 
   
Exhibit 99.1
  Press Release dated June 17, 2008 issued by Sparton Corporation.
 
   
Exhibit 99.2
  Correspondence dated June 17, 2008 issued by Sparton Corporation.

 

EX-99.1 2 l32119aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
     
[Logo of Sparton Corporation]   NEWS RELEASE
Sparton Corporation Announces the Closure of its Albuquerque, New Mexico
Manufacturing Facility
June 17, 2008 — (Jackson, Michigan) — Electronics Design and Manufacturing Services provider (EMS), Sparton Corporation (NYSE:SPA) has announced it will discontinue manufacturing operations and close its Albuquerque, New Mexico facility on or about September 30, 2008.
Sparton Corporation’s Albuquerque facility has offered circuit card assemblies and related manufacturing services to a variety of customers, primarily in the industrial markets. The Company cites the current business climate, pressures of offshore competition and volatile market demands as reasons that the facility has had difficulty obtaining sufficient sales to support its ongoing operations.
The ultimate impact of this closure on the Company has yet to be determined. However, Sparton is working diligently to retain and transition existing customer programs out of Albuquerque and into other Sparton locations. The Company does not anticipate any interruptions to customers and expects all current customer orders will be completed and shipped as scheduled. The Company is reviewing its alternatives with respect to the disposal of manufacturing equipment and real estate.
Sparton will coordinate closely with local and state authorities, along with employment agencies, to help associates make successful employment transitions.
Safe Harbor and Fair Disclosure Statement
The statements contained in this release which are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, anticipate, target and similar terms and concepts, and the negatives of such expressions) are forward-looking statements that involve risks and uncertainties, including, but not limited to the economic performance of the electronics and technology industries; the risk of customer delays, changes or cancellations in both on-going and new programs; the Company’s ability to secure new customers and maintain its current customer base; material cost fluctuations and the adequate availability of components and related parts for production; the effect of changes in average selling prices; the effect of start-up costs of new programs and facilities, including the Vietnam facility; possible unexpected costs and operating disruption in transitioning programs; the effect of general economic conditions and world events (such as terrorism); the impact of increased competition; and other risks detailed in the Company’s Securities and Exchange Commission filings.
# # #

 

EX-99.2 3 l32119aexv99w2.htm EX-99.2 EX-99.2
Exhibit 99.2
[Logo of Sparton Corporation]
June 17, 2008
To Our Shareowners:
This year marks Sparton Corporation’s 108th year of continuous operations. We believe the longevity of Sparton is a testament to the organization and its employees’ ability to view the world around us, take on the challenges confronting the Company, and recognize and respond to opportunities when presented. At this time, we would like to take the opportunity to update our employees and shareowners on the Company and the issues affecting Sparton’s financial performance, as well as discuss the actions being taken to improve that performance.
In March of 2008, after 30 years of dedicated service, David W. Hockenbrocht retired as our CEO and President. Mr. Hockenbrocht’s leadership transformed the Company from a defense and automotive supplier to a dynamic manufacturer of electronic circuit card assemblies and box builds, servicing various high-tech industries. His vision enabled Sparton to develop a presence in niche markets, particularly in regulated markets, and has led us to explore further opportunities, particularly in the medical device industry. Dave’s leadership in pursuing various opportunities in the medical device industry culminated with our purchase of Astro Instrumentation in May of 2006. This acquisition is expected to provide growth opportunities for years to come. Mr. Hockenbrocht’s daily presence will be missed and all of us at Sparton wish him good health and happiness.
As we are all aware, in the last few years Sparton has struggled to maintain profitability on a consistent basis. The Company has been successful in attracting new business, but has had difficulty achieving consistent results. Problems with sonobuoy programs and new program start-ups have negatively impacted our operating results in recent years. Because of these problems, an intensive review of the Company’s business operations and organizational structure is currently underway, with a focus on returning to sustained profitability and improved cash flow. As part of this review, Sparton engaged an outside consulting firm to assist with the review of internal operations and the implementation of identified changes. We expect a final report in late fiscal 2008, with implementation by the Company in early fiscal 2009.
As part of the plan to return to profitability, Sparton has announced it will close its Albuquerque, New Mexico manufacturing facility. We have also announced selected staff reductions at other facilities. These adjustments, which represent more than 10% of our current workforce, while very painful, are necessary to bring both our physical and human resources more in line with our current requirements. These changes will result in an as yet undefined charge to operations in the fourth quarter of fiscal 2008. While we continue to work with our various customers to transition production to our other plants, we now expect to close the Albuquerque facility on or about September 30, 2008. Sparton Corporation’s Albuquerque facility has offered circuit card assemblies and

 


 

related manufacturing services to a variety of customers, primarily in the industrial markets. The Company cites the current business climate, pressures of offshore competition and volatile market demands as reasons that this facility has had difficulty obtaining sufficient sales to support its ongoing operations. The ultimate impact of this closure on the Company has yet to be determined. However, Sparton is working diligently to retain and transition existing customer programs out of Albuquerque and into other Sparton locations. The Company does not anticipate any interruptions to customers and expects all current customer orders will be completed and shipped as scheduled. The Company is reviewing its alternatives with respect to the disposal of manufacturing equipment and real estate. Sparton will coordinate closely with local and state authorities, along with employment agencies, to help associates make successful employment transitions.
While the Company continues to assess its current operational challenges, we would like to note that there have been several positive events of late. Sonobuoy drop tests continue to be very successful, and sales in both Medical/Scientific Instrumentation and Government markets continue to show strength. U.S. Navy sonobuoy contracts for fiscal 2009 were previously announced for the Q53 and Q62 sonobuoys and Sparton awards totaled $20 million. We expect an announcement of an ADAR award this summer. We also continue to work to bring into production a number of recently awarded new commercial programs. We are encouraged by these recent trends but also understand that we still face a number of significant challenges ahead.
Be assured that everyone at Sparton is focused on improving the Company’s financial and operational performance and customer satisfaction.
To our shareowners, thank you for your understanding and support of our organization and our employees as we address our challenges and seek out opportunities that will secure Sparton’s future success in today’s global marketplace.
To our employees, thank you for all your efforts on behalf of the Company and our many customers around the world. Your efforts make Sparton a better place and a better company every day.
Sincerely,
       
/s/ Bradley O. Smith
  /s/ Richard L. Langley  
Bradley O. Smith
  Richard L. Langley  
Chairman
  CEO, Sparton Corporation  

 

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