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): April 9, 2009
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Ohio
(State or other jurisdiction
of incorporation)
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1-1000
(Commission File Number)
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38-1054690
(IRS Employer
Identification No.) |
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2400 East Ganson Street
Jackson, Michigan
(Address of Principal Executive Offices)
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49202
(Zip Code) |
Registrant’s telephone number, including area code: (517) 787-8600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
Sparton Corporation (“Sparton” or the “Company”) previously filed a Current Report on Form 8-K
with the Securities and Exchange Commission (the “SEC”) on October 3, 2008 to report that it had
received a notice from NYSE Regulation, Inc. (“NYSE Regulation”) on September 29, 2008 that the
Company did not then comply with the New York Stock Exchange (the “NYSE”) continued listing
standards set forth in Section 802.01B of the NYSE Listed Company Manual (the “Manual”) because the
Company’s market capitalization was less than $75 million over a 30 trading-day period and, at the
same time, its shareowners’ equity was less than $75 million. Thereafter, on November 7, 2008 the
Company filed a Current Report on Form 8-K to disclose that the Company had received written notice
from NYSE Regulation that it had determined that the Company did not comply with the NYSE continued
listing standards set forth in Section 802.01B of the Manual because the Company’s market
capitalization was less than $25 million over a consecutive 30 trading-day period. Subsequently,
Sparton filed a Current Report on Form 8-K with the SEC on January 27, 2009 to disclose that it had
received written notice from NYSE Regulation that the minimum market capitalization continued
listing standard set forth in Section 802.01B of the Manual had been revised from $25 million to
$15 million to April 22, 2009. This temporary reduction of the $25 million minimum market
capitalization continued listing standard to $15 million has now been extended to June 30, 2009 as
the result of an immediately effective rule change filed by the NYSE with the SEC.
The Company previously submitted a business plan to NYSE Regulation addressing Sparton’s
non-compliance with the NYSE’s continued listing standards set forth in Section 802.01B of the
Manual regarding an average global market capitalization over a consecutive 30 trading-day period
of not less than $75 million and, at the same time, total shareowners’ equity of not less than $75
million, and has been in discussions with the staff of NYSE Regulation regarding the Company’s
plan. On April 9, 2009, Sparton received written notice from NYSE Regulation that it had determined
that the common stock of Sparton should be removed from listing on the NYSE (the “Delisting
Notice”). Under applicable NYSE procedures, the Company has 10 days from the receipt of the
Delisting Notice to submit a request for a review by a Committee of the Board of Directors of NYSE
Regulation (the “Committee”). At this time, the Company expects to submit a request for a review
of the determination by the Committee. There is no assurance that the NYSE Regulation decision
will be overturned in connection with the review process.
NYSE Regulation has advised the Company that it can expect to continue to trade on the NYSE
during the appeal process, subject to ongoing monitoring. NYSE Regulation noted, however, that it
may, at any time, suspend a security if it believes that continued dealings in the security on the
NYSE are not advisable. If the Committee does not accept the Company’s plan for compliance
presented for its review, the Company’s common stock will be subject to delisting proceedings
immediately following the review. In that event, the Company believes its common stock will be
eligible to trade or be quoted on alternative markets.
The Company issued a Press Release on April 9, 2009 announcing that it had received notice of
the proposed delisting.
The foregoing description of the Press Release is qualified in its entirety by reference to
the Press Release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.