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) May 31, 2006
Sparton Corporation
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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| 1-1000
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38-1054690 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2400 East Ganson Street, Jackson, Michigan
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49202 |
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| (Address of Principal Executive Offices)
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(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 31, 2006 Sparton Corporation, an Ohio Corporation (the “Company”) entered into and closed a
membership purchase agreement (“Purchase Agreement”) to acquire Astro Instrumentation, LLC
(“Astro”) located in Strongsville, Ohio. Astro manufactures and sells a variety of specialized
medical products. The Purchase Agreement provides for the sale and purchase of all of the
outstanding membership interests of Astro which interests are held by H. Waldman Holdings, LLC and
D. Wood Holdings, LLC (“Members”).
The purchase price is approximately $26.15 million, to be paid by a combination of cash in the
amount of $18.65 million and notes totaling $7.5 million. Additional consideration may be paid to
the Members over the four years following the closing based on a percentage of earnings before
interest and taxes. In addition, under the terms of the Purchase Agreement, the individual owners
of the Members entered into non-competition agreements with the Company. The transaction was
financed through a combination of cash and amounts borrowed under the Company’s loan facilities
with National City Bank. A copy of the Purchase Agreement is attached as Exhibit 2.1 and is
incorporated in this Item 1.01 by reference. The foregoing description of the Purchase Agreement
is not complete and is qualified in its entirety by reference to the text of the Purchase
Agreement.
The Purchase Agreement was negotiated at arm’s length among the parties. Neither the Company nor
any of its affiliates, nor any director or officer of the Company, nor any associate of any such
director or officer is affiliated with or has a material relationship with Astro, the Members, or
the individual owners of the Members.
On May 31, 2006 the Company also issued a Press Release (“Press Release”) announcing the signing
and consummation of the Purchase Agreement. A copy of the Press Release is attached hereto as
Exhibit 99.1 and is incorporated in this Item 1.01 by reference.
ITEM 2.01. COMPLETION OF ACQUISITION
As disclosed in Item 1.01 of this Current Report on Form 8-K, on May 31, 2006 the Company completed
the acquisition of Astro. The information set forth in Item 1.01 of this Current Report on Form
8-K is hereby incorporated by reference in this Item 2.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a)(4), the financial statements required by Item 9.01(a) of Form
8-K will be filed by amendment to this Form 8-K no later than August 16, 2006, the last business
day within 71 calendar days after the required filing date for this Current Report.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b)(2), the pro forma financial information required by Item
9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than August 16, 2006, the
last business day within 71 calendar days after the required filing date for this Current Report.