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As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CTS CORPORATION
(Exact name of issuer as specified in its charter)
Indiana 35-0225010
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
905 West Boulevard North, Elkhart,
IN 46514 (Address of principal executive
offices)(Zip Code)
NON-QUALIFIED STOCK OPTION AGREEMENTS
DATED OCTOBER 31, 1997
Jeannine M. Davis
Executive Vice President Administration, Secretary and General Counsel
CTS Corporation
905 West Boulevard North
Elkhart, IN 46514
(Name and address of agent for service)
(219) 293-7511
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Proposed maximum maximum
<S> <C> <C> <C> <C>
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
- ---------------- ---------- --------------- ------------------ ----------------
Common Stock,
without par value 1,500,000 $10.415 $15,622,500 $4,608.64
</TABLE>
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PART II
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ITEM 3. Incorporation of Documents by Reference
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The following documents are incorporated herein and made a part hereof:
(a) Annual Report on Form 10-K and all exhibits thereto for the year
ended December 31, 1998;
(b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the document referred to in (a) above; and
(c) the description of CTS Common Stock, no par value (the
"Common Stock"), contained in CTS' Registration Statement on
Form S-4 filed on September 3, 1997 pursuant to the
Securities Act of 1933.
All documents filed by CTS pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
made a part hereof from the date of filing such documents.
ITEM 6. Indemnification of Directors and Officers
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The following summary of the material provisions of CTS' bylaws relating to
indemnification of directors and officers, CTS' articles of incorporation,
CTS' indemnification agreements with officers and directors and the Indiana
Business Combination Law is not intended to be exclusive and is qualified in
its entirety by such bylaws, articles of incorporation, indemnification
agreements and statutes.
CTS' bylaws provide that CTS shall indemnify its officers and directors to the
fullest extent permitted by applicable law. Chapter 37 of the Indiana Business
Combination Law provides, in general, that each director and officer of a
corporation may be indemnified against liabilities (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he or she is involved by
reason of the fact that he or she is or was a director or officer, if he or
she acted in good faith and in a manner that he or she reasonably believed to
be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe that his or her conduct was unlawful. If the legal
proceeding, however, is by or in the right of the corporation, the director or
officer may not be indemnified in respect of any claim, issue or matter as to
which he or she has been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to CTS unless a court determines otherwise.
The articles of incorporation provide that the personal liability of the
directors of CTS will be eliminated to the fullest extent permitted by
applicable law. The bylaws provide that no director of CTS will be personally
liable to the corporation or its shareholders for monetary damages for any
breach of his fiduciary duty as a director provided, however, that such
provision does not apply to any liability of a director (a) for breach of
fiduciary duty if such breach constitutes willful misconduct or recklessness
or (b) for the payment of distributions to shareholders in violation of
Section 23-1-28-3 of the Indiana Business Combination Law.
<PAGE>
Pursuant to separate indemnification agreements with CTS, each officer and
director of CTS is indemnified from all liabilities arising out of the
activities reasonably taken in the performance of their respective duties as
officers and directors of CTS.
CTS also maintains insurance for officers and directors against certain
liabilities, including liabilities under the Securities Act. The effect of
this insurance is to indemnify any officer or director of CTS against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith. The premiums for such
insurance are paid by CTS.
ITEM 8. Exhibits
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Reference is made to the Exhibit Index.
ITEM 9. Undertakings
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CTS hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement or the most recent
post-effective amendment thereof, which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered, if the total dollar value of
securities offered would not exceed that which was registered, and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
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(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by CTS pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment will be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of CTS' Annual Report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement will be
deemed to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of CTS
pursuant to the foregoing provisions, or otherwise, CTS has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by CTS of expenses incurred or paid by a
director, officer or controlling person of CTS in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, CTS
will, unless in the opinion of counsel for CTS the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Berne, Indiana on November 3, 1999.
CTS CORPORATION
/s/ Jeannine M. Davis
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By: Jeannine M. Davis
Executive Vice President
Administration, General
Counsel & Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on November 3, 1999.
Signature Title
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/s/ Joseph P. Walker Chairman, President and Chief Executive
Joseph P. Walker Officer (principal executive
officer) and Director
/s/ Timothy J. Cunningham Vice President--Finance and Chief
Timothy J. Cunningham Financial Officer (principal
financial officer
and principal accounting officer)
/s/ Lawrence J. Ciancia Director
Lawrence J. Ciancia
/s/ Thomas G. Cody Director
Thomas G. Cody
/s/ Gerald H. Frieling, Jr. Director
Gerald H. Frieling, Jr.
/s/ Randall J. Weisenburger Director
Randall J. Weisenburger
/s/ Robert A. Profusek Director
Robert A. Profusek
The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named persons.
/s/ Jeannine M. Davis
By: Jeannine M. Davis
Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
Number
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4.1 Amended and Restated Articles of Incorporation(incorporated
by reference to Exhibit 5 to the Registrant's Current Report on
Form 8-K filed with the Commission on September 1, 1998)
4.2 Bylaws (incorporated by reference to Exhibit 4 to CTS' Current
Report on Form 8-K filed with the Commission on
September 1, 1998)
4.3 Form of Non-qualified Stock Option Agreement (incorporated by
reference to Exhibit (10)(1) to the Registrant's Annual Report
on Form 10-K filed with the Commission on March 27, 1998).
5.1 Opinion of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
CTS Corporation
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
CTS Corporation (included in Exhibit 5.1)
24.1 Powers of Attorney
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Exhibit 5.1
November 3, 1999
CTS Corporation
905 West Boulevard North
Elkhart, IN 46514
Re: Shares of Common Stock, Without Par Value, of
CTS Corporation that may be Issued and Sold in
Connection With Non-Qualified Stock Option
Agreements Dated October 31, 1997
---------------------------------
Gentlemen:
I have acted as counsel for CTS Corporation, an Indiana corporation (the
"Company"), in connection with the Non-Qualified Stock Option Agreements dated
October 31, 1997 between CTS Corporation and Joseph P. Walker and Jeannine M.
Davis, respectively (collectively, the "Plan"). I have examined such
documents, records and matters of law as I have deemed necessary for purposes
of this opinion, and based thereupon, I am of the opinion that the shares of
Common Stock, without par value, of the Company that may be issued and sold
pursuant to the Plan will be, when issued and sold in accordance with such
Plan (provided that the consideration received by the Company is at least
equal to the par value of such shares), duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect the
registration of the shares of Common Stock of the Company to be issued and
sold pursuant to the Plan under the Securities Act of 1933 and to the
reference to me under Item 5 of such Registration Statement.
Very truly yours,
/S/ Elizabeth Bottorff Ahlemann
Elizabeth Bottorff Ahlemann
Senior Legal Counsel
kjd
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Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 1999 relating to the
financial statements and financial statement schedules, which appear in CTS
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS, LLP
/S/ PricewaterhouseCoopers, LLP
Chicago, Illinois
November 19, 1999
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Exhibit 24.1
POWER OF ATTORNEY
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By signing below, I hereby constitute and appoint Jeannine M. Davis, my true
and lawful attorney and agent to do any and all acts and things and to execute
any and all instruments in my name and behalf in my capacities as director
and/or officer of CTS Corporation, an Indiana corporation (the "Company"),
which said attorney and agent may deem necessary or advisable or which may be
required to enable the Company to comply with the Securities Act of 1933, as
amended (the "Securities Act"), and any rules, regulations or requirements of
the Securities and Exchange Commission in respect thereof, in connection with
a Registration Statement on Form S-8 (or any other appropriate form) including
but without limiting the generality of the foregoing, the power and authority
to sign for me, in my name and behalf in my capacities as director and/or
officer of the Company (individually or on behalf of the Company), such
Registration Statement and any and all amendments and supplements thereto, and
to file the same, with all exhibits thereto and other instruments or documents
in connection therewith, with the Securities and Exchange Commission, and
hereby ratify and confirm all that said attorneys and agents, or any of them,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of
November 3, 1999.
/S/ Joseph P. Walker /S/ Timothy J. Cunningham
Joseph P. Walker Timothy J. Cunningham
/S/ Lawrence J. Ciancia /S/ Thomas G. Cody
Lawrence J. Ciancia Thomas G. Cody
/S/ Gerald H. Frieling, Jr. /S/ Randall J. Weisenburger
Gerald H. Frieling, Jr. Randall J. Weisenburger
/S/ Robert A/ Profusek
Robert A. Profusek
