UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): September 12,
2007
CTS
CORPORATION
(Exact
Name of Registrant as Specified in 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)
|
Registrant’s
telephone number, including area
code: (574)
523-3800
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 (see General Instruction A.2.):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed
on
September 18, 2007 (the "Original 8-K") by CTS
Corporation.
This
report is being filed solely to reflect signature requirement which was
inadvertently omitted from the prior filing.
On
September 12, 2007, Donald K. Schwanz tendered his resignation as Chairman
Emeritus of the Board of Directors of CTS Corporation (the “Company”), effective
October 2, 2007. Effective that same date, Mr. Schwanz also will
separate from service under his Employment Agreement with the
Company. The Consulting Period under Mr. Schwanz’ Employment
Agreement will commence October 3, 2007. Mr. Schwanz' Employment Agreement
was previously filed as Exhibit 10(a) to the Company's Current Report on
Form
8-K filed with the Commission on December 8, 2006.
Although
it had been anticipated Mr. Schwanz would continue to serve in this position
through December 31, 2007, the transition to a successor Chief Executive
Officer
was accomplished more rapidly than expected as his successor, Vinod M. Khilnani,
possesses extensive knowledge of the Company due to his previous service
as the
Company’s Chief Financial Officer.
Also
on
September 12, 2007, the Board of Directors of the Company approved the form
of an Individual Excess Benefit Retirement Plan (an “Individual SERP”) to be
entered into with certain officers of the Company.
Each
Individual SERP will be a non-qualified individual excess benefit retirement
plan for the benefit of the officer that will replace the benefit the officer
had accrued under either the CTS Corporation 1996 Excess Benefit Retirement
Plan or the CTS Corporation 2003 Excess Benefit Retirement Plan, as
applicable. The Individual SERP will provide that, upon retirement,
the officer will receive a supplemental retirement benefit equal to the
difference between the benefit that the officer would receive under the CTS
Corporation Pension Plan (the “Pension Plan”) and the benefit the officer would
receive under the Pension Plan if restrictions imposed on the calculation
of
benefits under tax-qualified plans were disregarded and the percentage of
the
officer’s compensation reflected in the Pension Plan benefit formula was
replaced with a percentage specified in the Individual SERP. The Individual
SERP
will provide that the officer will receive the actuarial present value of
the
supplemental retirement benefit calculated as described above. Generally,
the
actuarial present value of the benefit is payable as a single lump sum cash
payment from the general assets of CTS at the later of the officer’s attainment
of age 55, or the seventh month following the officer’s separation from service.
The actuarial present value is determined using the actuarial assumptions
employed under the Pension Plan for determining lump sum payouts in the plan
year during which the officer’s separation from service occurs. If the officer’s
lump sum cash payment is paid in the seventh month following separation from
service, the officer will receive interest on the lump sum amount for the
period
between the first day of the month following the later of (a) the officer’s
separation from service or (b) the officer’s attainment of age 55 and the date
of payment of the lump sum at an interest rate equal to the lump sum interest
rate assumption used to calculate the lump sum amount. Notwithstanding
anything to the contrary in the foregoing, if an officer separates from service
with the Company following a change in control (as defined in the Individual
SERP) and, as a result of such separation from service, the officer becomes
entitled to change in control severance benefits under any severance agreement
between the Company and the officer, the officer's retirement benefit shall
be
payable at the seventh month following the officer's separation from service,
and for purposes of calculating the retirement benefit, the officer shall
be
considered fully vested in such officer's benefits under the Pension Plan
and
the Individual SERP.
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.
CTS
CORPORATION
By: /s/ Richard
G. Cutter III
Name: Richard
G. Cutter III
Title: Vice
President, General Counsel andSecretary
Date: September
18, 2007