As filed with the Securities and Exchange Commission on September 28, 2000 -
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPARTON CORPORATION
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of 38-1054690
incorporation or organization (I.R.S. Employer Identification No.)
2400 E. Ganson Street., Jackson, Michigan 49202
(Address of principal executive offices, including zip code)
Sparton Corporation 1999 Stock Incentive Plan
(Full title of the plan)
Corporate Secretary, 2400 E. Ganson Street, Jackson, Michigan 49202
(Name and address of agent for service)
(517) 787-8600
(Telephone number, including area code, of agent for service)
Copies of communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & HowlettLLP
Bridgewater Place, P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(2)
<S> <C> <C> <C> <C>
Common Stock
($1.25 par value) 500,000 $4.1875 $2,093,750 $552.75
====================================================================================================================
</TABLE>
(1) For the purpose of computing the registration fee only, the price shown
is based upon the price of $4.1875 per share, the average of the high
and low sale prices for the Common Stock of the Registrant in the New
York Stock Exchange on September 25, 2000, in accordance with Rule
457(h).
(2) Registration fee is calculated on the basis of .0264% of the proposed
maximum aggregate offering price of $4.1875.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-K for the year ended June 30,
2000, which has been filed by the Registrant with the Commission (File No.
0-1000), is incorporated herein by reference. All other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since the end of the fiscal year covered
by the foregoing Annual Report on Form 10-K are incorporated herein by
reference. All other reports or documents filed by the Registrant pursuant to
the requirements of Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports or
documents. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The description of the Registrant's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers.
The Company's Code of Regulations provide that its directors, officers and
employees are indemnified against expenses (including attorneys' fees),
judgments, decrees, fines, penalties and reasonable settlements, if it is
determined that the person seeking indemnification was not and has not been
adjudicated to have been negligent or guilty of misconduct in the performance of
his or her duties, he or she acted in good faith and in what he or she
reasonably believed to be in the best interests of the Company and, with respect
to criminal proceedings, he or she had no reasonable cause to believe that his
or her conduct was unlawful. The Code of Regulations also provide for the
payment by the Company of expenses with respect to any pending or threatened
action, suit or proceeding against an officer, director or employee in advance
of final disposition, conditioned on the recipient's undertaking to the Company
that such advances will be repaid unless it shall ultimately be determined that
he or she is entitled to be indemnified by the Company. The Code of Regulations
of the Company provide that the right of indemnification granted under the Code
of Regulations is not exclusive, as a result of which the Company may adopt
individual indemnification agreements broader than that provided under Ohio law
or the Company's Code of Regulations or Bylaws. The Company maintains director
and officer liability insurance for the benefit of its directors and officers
and those of its wholly owned subsidiaries.
S-1
<PAGE>
Ohio law also provides for the indemnification of directors, officers and
employees of Ohio corporations. The Ohio General Corporation Law requires the
indemnification of a director, officer, employee or agent if he or she has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding, against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection with the action, suit or proceeding. In
addition, the Plan provides that no director or committee member will be liable
for any action or determination made in good faith with respect to the Plan or
the grant of an Award under the Plan.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index which appears on page S-6
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall 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 the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such
S-2
<PAGE>
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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, the Registrant will, unless in the opinion of its counsel 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 by the Act and will be governed by the final adjudication of
such issue.
S-3
<PAGE>
SIGNATURES
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Michigan, on the 28th day of
September, 2000.
SPARTON CORPORATION
By /s/ John J. Smith
John J. Smith, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John J. Smith and David W. Hockenbrocht, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on September 28, 2000, by the
following persons in the capacities indicated.
/s/ John J. Smith /s/ William I. Noecker
John J. Smith, Director, Chairman of William I. Noecker, Director
the Board, Chief Executive Officer
(Principal Executive Officer)
/s/ David W. Hockenbrocht /s/ W. Peter Slusser
David W. Hockenbrocht, Director, President W. Peter Slusser, Director
and Chief Operating Officer
/s/ Richard L. Langley /s/ Rory B. Riggs
Richard L. Langley, Vice President, Rory B. Riggs, Director
Treasurer (Principal Financial Officer
and Principal Accounting Officer)
/s/ Robert J. Kirk /s/ Bradley O. Smith
Robert J. Kirk, Director Bradley O. Smith, Director
/s/ James N. DeBoer
James N. DeBoer, Director
S-4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Sparton Corporation 1999 Stock Incentive Plan of our
report dated August 25, 2000, with respect to the consolidated financial
statements of Sparton Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended June 30, 2000, filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
Toledo, Ohio
September 27, 2000
S-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 Sparton Corporation 1999 Stock Incentive Plan
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP with respect
to the legality of the securities being registered
Item 23.1 Consent of Ernst & Young LLP - included on page S-5 hereof
Item 23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included with
the opinion filed as Exhibit 5)
Item 24 Power of Attorney - included on page S-4 hereof
S-6
<PAGE>
September 28, 2000
Sparton Corporation
2400 East Ganson Street
Jackson, Michigan 49202
Re: Registration Statement on Form S-8 Relating to the Sparton
Corporation 1999 Stock Incentive Plan (the "Plan")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Sparton Corporation, an Ohio corporation (the "Company")
with the Securities and Exchange Commission, for the purpose of registering
under the Securities Act of 1933, as amended, 500,000 shares of the Company's
common stock, par value $1.25 per share, for issuance pursuant to the Plan, we
have examined such documents and questions of law we consider necessary or
appropriate for the purpose of giving this opinion.
On the basis of such evaluation, we advise you that in our opinion the
500,000 shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement but not less than
the par value thereof, and upon delivery of such shares and payment therefor in
accordance with the terms stated in the Plan and the Registration Statement,
will be duly and legally authorized, issued and outstanding, and will be fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5
