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 22, 2002
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CTS Corporation
(Exact Name of Registrant as Specified in Charter)
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Indiana 001-04639 35-0225010
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
905 West Boulevard North, Elkhart, Indiana 46514
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (574) 293-7511
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On April 22, 2002, CTS Corporation (the "Company") and EquiServe Trust
Company, N.A. (the "Rights Agent") entered into Amendment No. 2 (the
"Amendment"), to the Rights Agreement, dated as of August 28, 1998 (as amended,
the "Rights Agreement"), between the Company and the Rights Agent, as amended on
October 15, 2001. The Amendment deleted the provisions of the Rights Agreement
that stated that redemption of the rights, amendment to the Rights Agreement and
certain other actions, if taken in the one-year period following the time that
(a) any person or group acquired 15% or more of the Company's Common Stock or
(b) certain changes in the majority of the Company's Board of Directors
occurred, required the concurrence of a majority of those directors (i) that
were members of the Company's Board of Directors before the adoption of the
Rights Agreement (or directors who were nominated or approved by such persons)
and (ii) who are not affiliated with, or representatives of, a holder of 15% or
more of the Common Stock.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is filed as an
exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement, and the related Summary of Rights, which is attached as Exhibit C to
the Rights Agreement, are available free of charge from the Company.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired: N/A
(b) Pro Forma Financial Information: None
(c) Exhibits:
Number Exhibit
4.1 Amendment No. 2, dated as of April 22, 2002, to the
Rights Agreement, dated as of August 28, 1998, between
the Company and EquiServe Trust Company, N.A., as rights
agent, as amended on October 15, 2001 (incorporated by
reference to Exhibit 4.2 to Amendment No. 1 to the
Company's Registration Statement on Form 8-A filed
April 29, 2002)
SIGNATURE
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.
CTS CORPORATION
By: /s/ Richard G. Cutter
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Name: Richard G. Cutter
Title: Vice President, Secretary and
General Counsel
Dated: April 29, 2002
INDEX TO EXHIBITS
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Number Exhibit
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4.1 Amendment No. 2, dated as of April 22, 2002, to the Rights Agreement,
dated as of August 28, 1998, between the Company and EquiServe
Trust Company, N.A., as rights agent, as amended on October 15,
2001 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to
the Company's Registration Statement on Form 8-A filed April 29,
2002)