SPARTON CORPORATION (NYSE:SPA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference herein.
|Item 1.01||Termination of a Material Definitive Agreement.|
On March 4, 2018, Sparton Corporation, an Ohio corporation (“Sparton”), entered into a Merger Termination Agreement (the “Agreement”) with Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (“Ultra”), and Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly-owned Subsidiary of Ultra (“Merger Sub”). to the Agreement, the parties mutually terminated the Agreement and Plan of Merger they had entered into as of July7, 2017 (the “Merger Agreement”). As previously disclosed, under the Merger Agreement, Merger Sub was to merge with and into Sparton, with Sparton continuing as the surviving corporation in the merger and an indirect wholly owned subsidiary of Ultra.
Under the Agreement, the parties also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby, including any termination fees. The parties also agreed that certain agreements with confidentiality obligations will continue in full force and effect.
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
|Item 1.01||Regulation FD Disclosure|
On March5, 2018, Sparton issued a press release with respect to, among other things, the Agreement. The press release is included in this report as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. These forward-looking statements may include statements with respect to, among other things, the mutual termination of the merger and the independent prospects of Sparton.
These forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks, uncertainties and other factors that could cause actual results and events to differ materially from those expressed or implied by these forward-looking statements. Neither Sparton nor any of its directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: the effects of disruption caused by the announcement of an termination of the contemplated transaction and its termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation
in connection with the contemplated transaction and its termination may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities and disruptions to the financial or capital markets. Actual results may differ materially from those projected in the forward-looking statements. Sparton does not undertake to update any forward-looking statements.
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 CORP ExhibitEX-10.1 2 d545464dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION MERGER TERMINATION AGREEMENT This MERGER TERMINATION AGREEMENT (this Agreement),…To view the full exhibit click
About SPARTON CORPORATION (NYSE:SPA)
Sparton Corporation is a provider of design, development and manufacturing services for electromechanical devices, as well as engineered products complementary to the same electromechanical value stream. The Company operates through two segments: Manufacturing & Design Services (MDS) and Engineered Components & Products (ECP). The Company serves the medical and biotechnology, military and aerospace, and industrial and commercial markets. Its products and services include offerings for original equipment manufacturers (OEM) and emerging technology (ET) customers, which utilize microprocessor-based systems, such as transducers, printed circuit boards and assemblies, and sensors, as well as development and design engineering services. It develops and manufactures sonobuoys, which are anti-submarine warfare (ASW) devices. The Company also manufactures rugged flat panel display systems for military panel personal computer workstations, air traffic control and industrial applications.