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): October 22, 2014
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-1000 | 38-1054690 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 425 Martingale Road Suite 2050 Schaumburg, Illinois |
60173-2213 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 772-7866
N/A
(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:
| ¨ | 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 5.03 | Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
Effective as of October 22, 2014, the Shareholders and the Board of Directors of Sparton Corporation (“Sparton”) approved changes to Sparton’s Amended and Restated Code of Regulations, as amended, to provide that, unless Sparton consents in writing to an alternative forum, the state and federal courts of the State of Ohio will be the sole and exclusive forum for certain derivative and direct shareholder actions.
The amendment is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On October 28, 2014, Sparton issued a press release announcing that on October 22, 2014 the Board of Directors approved a repurchase by Sparton of up to $5,000,000 of shares of its common stock in open market, block transactions and privately negotiated transactions. The press release, dated October 28, 2014, is attached as Exhibit 99.2 to this Form 8-K.
| Item 9.01 Financial Statements and Exhibits
|
(d) Exhibits
| Exhibit No. |
Description | |
| Exhibit 99.1 | Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors and Shareholders effective October 22, 2014. | |
| Exhibit 99.2 | Press Release dated October 28, 2014. | |
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.
| SPARTON CORPORATION | ||||
| Dated: October 28, 2014 | By: | /s/ Cary B. Wood | ||
| Cary B. Wood, President and Chief Executive Officer | ||||
Index to Exhibits
| Item 9.01 Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| Exhibit 99.1 | Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors and Shareholders effective October 22, 2014. | |
| Exhibit 99.2 | Press Release dated October 28, 2014. | |