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 13, 2016
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-1000 | 38-1054690 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 425 Martingale Road Suite 1000 Schaumburg, Illinois |
60173-2213 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 772-7866
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 13, 2016, the Board of Directors of Sparton Corporation, an Ohio corporation (the “Company”), approved and adopted a cash retention bonus pool and a form of Retention Bonus Agreement (the “Agreement”). Under the Agreement, the Company will pay certain executives and key employees, including the Company’s Principal Financial Officer and Named Executive Officers, a retention bonus, provided that the recipient remains continuously employed with the Company until the earlier of (a) a Change in Control date (as defined in the Agreement), (b) two days after filing of the Company’s Form 10-K for fiscal 2017, or (c) termination other than for Cause (as defined in the Agreement).
This summary of the terms of the Retention Bonus Agreement is not intended to be complete and is qualified in its entirety by reference to the Agreement, which is filed hereto as Exhibit 10.1.
The Company has entered into agreements with the Principal Financial Officer and each of the Named Executive Officers listed below that are substantially identical in all material respects to the form of agreement referenced in Exhibit 10.1 except as to the name of the Named Executive Officer, the title of the officer, and the retention bonus amount:
| Executive |
Title |
Retention Bonus Amount |
||||
| Joseph G. McCormack |
SVP, Chief Financial Officer | $ | 100,000 | |||
| Gordon B. Madlock |
SVP, Operations | $ | 37,500 | |||
| Steven M. Korwin |
SVP, Quality and Engineering | $ | 37,500 | |||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 10.1 | Form of Retention Bonus Agreement |
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 | ||||||
| Dated: July 19, 2016 | By: | /s/ Joseph J. Hartnett | ||||
| Joseph J. Hartnett, Interim President | ||||||
| and Chief Executive Officer | ||||||
Index to Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description | |
| Exhibit 10.1 | Form of Retention Bonus Agreement | |