Form 8K 122105
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
Filing (Date of Report and Earliest Event Reported): December 21, 2005
(December
15, 2005)
CTS
CORPORATION
(Exact
Name of Company 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)
|
Company’s
Telephone Number, Including Area Code: (574)
293-7511
(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 Company under any of the following
provisions:
| q |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| q |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| q |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| q |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
On
December 15, 2005, CTS Corporation entered into agreements to accelerate the
vesting of certain unvested and “out-of-the money” stock options with exercise
prices of $14.02 and higher that were previously granted under an employee
stock
option plan. As a result, options to purchase approximately 70,000 shares of
CTS
Corporation common stock will become immediately exercisable on December 31,
2005. The vesting acceleration enables CTS to avoid recognizing approximately
$475,000 of pre-tax compensation expense associated with these options in its
future income statements, upon adoption of FASB Statement No. 123R in January
2006. In order to prevent unintended personal benefits to option holders,
restrictions will be imposed on any sale of any shares received from the
exercise of an accelerated option prior to the original vesting date. Options
held by non-employee directors were not included in the vesting acceleration.
Options held by an executive officer of CTS Corporation were included in the
vesting acceleration.
In
addition, on December 15, 2005 the corporation entered into agreements to amend
certain restricted stock unit agreements between the corporation and its
executive officers and general managers. The amendments remove a provision
allowing grantees to elect to pay tax liability associated with the vesting
of
an award in cash or to have an equivalent number of shares netted out from
the
distribution and to comply with Section 409A of the Internal Revenue Code of
1986, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CTS
CORPORATION
/s/
Richard G.
Cutter
By: Richard
G. Cutter
Vice
President, General
Counsel
and
Secretary
Date:
December 21, 2005