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): April 18, 2002
(April 16, 2002)
CTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-4639 35-0225010
(State or Other Jurisdiction
of Incorporation) (Commission File Numbers) (I.R.S. Employer
Identification Nos.)
905 West Boulevard North
Elkhart, Indiana 46514
(Address of Principal Executive Offices) (Zip Code)
Registrants' Telephone Number, Including Area Code: (574) 293-7511
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 16, 2002, CTS Corporation issued a press
release announcing the completion of a private placement of
convertible debt securities as more fully described in the
press release, a copy of which is filed as Exhibit 99.1 hereto
and which information is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Exhibit Description
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99.1 Press Release dated April 16, 2002
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.
CTS CORPORATION
/s/ Richard G. Cutter
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By: Richard G. Cutter
Vice President, Secretary and
General Counsel
Date: April 16, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release dated April 16, 2002
Exhibit 99.1
April 16, 2002
FOR RELEASE: Immediately
CTS ANNOUNCES COMPLETION OF SALE OF $25 MILLION
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OF CONVERTIBLE SUBORDINATED DEBENTURES
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Elkhart, IN...CTS Corporation (NYSE:CTS) today announced the completion of a $25
million private offering of five-year, 6.5% convertible subordinated debentures
with several large institutional investors. The debentures are unsecured
obligations, convertible into CTS common stock at a conversion price of $20.05
per share which equates to a 15% conversion premium calculated over the
applicable pricing period. The Company has granted the initial purchasers of the
debentures a 90-day option to purchase an additional $5.0 million aggregate
principal amount of the debentures. At any time after the three-year anniversary
of the issue date, the purchasers may accelerate the maturity of the debentures.
CTS also has the right after such three-year anniversary and under certain
circumstances, to force conversion of the debentures into common stock. CTS
intends to use the net proceeds from the offering to repay debt outstanding
under its existing credit facility.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities. The debentures and the common stock issuable upon
conversion of the debentures have not been registered under the Securities Act
of 1933, as amended, or applicable state securities laws. Unless so registered,
the debentures and common stock issuable upon conversion of the debentures may
not be offered or sold in the United States except pursuant to an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
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Contact: Vinod M. Khilnani, Sr. Vice President and Chief Financial Officer, or
George T. Newhart, Vice President Investor Relations
CTS Corporation
905 West Boulevard North
Elkhart, In 46514
Telephone (574) 293-7511 FAX (574) 293-0251
www.ctscorp.com