Current Report Filing (8-k)
01 Julho 2022 - 5:03PM
Edgar (US Regulatory)
0000026058
false
0000026058
2022-06-30
2022-06-30
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): June 30, 2022
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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IN |
1-4639 |
35-0225010 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(1.R.S. Employer Identification No) |
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4925 Indiana Avenue |
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Lisle IL |
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60532 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's Telephone Number, Including Area Code:(630) 577-8800
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:
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☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12) |
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☐ |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Stock, no par value |
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CTS |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On June 30, 2022, CTS Ceramics Denmark A/S (the “Company”), an indirect wholly-owned subsidiary of CTS Corporation, an Indiana corporation (“CTS”), completed the previously announced acquisition of Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S), a company incorporated in Denmark (“Ferroperm”) from Meggitt International, Ltd., a private limited company incorporated in England and Wales (“Seller”). Ferroperm is a wholly-owned subsidiary of Seller, and a leading provider of advanced materials focused on high performance piezoelectric ceramics.
The Company purchased all of the issued and outstanding shares of Ferroperm from Seller for DKK 525 million in cash (approximately $74 million based on the exchange rate between DKK and USD of 7.09 as of June 30, 2022), subject to customary net debt and working capital adjustments.
Item 7.01. Regulation FD Disclosure.
On June 30, 2022, CTS issued a press release announcing that it completed the acquisition of Ferroperm. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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Date: July 1, 2022 |
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CTS CORPORATION |
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By: |
/s/ Ashish Agrawal |
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Ashish Agrawal |
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Vice President and Chief Financial Officer |
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