Form 8-K SPARTON CORP For: Oct 22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October�22, 2014

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SPARTON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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Ohio	�	1-1000	�	38-1054690
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

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425 Martingale Road Suite 2050 Schaumburg, Illinois	�	60173-2213
(Address of Principal Executive Offices)	�	(Zip Code)

Registrant�s telephone number, including area code: (800)�772-7866

N/A

(Former Name or former address, if changed since last report)

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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:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�5.03

Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Effective as of October�22, 2014, the Shareholders and the Board of Directors of Sparton Corporation (�Sparton�) approved changes to Sparton�s Amended and Restated Code of Regulations, as amended, to provide that, unless Sparton consents in writing to an alternative forum, the state and federal courts of the State of Ohio will be the sole and exclusive forum for certain derivative and direct shareholder actions.

The amendment is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

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Item�7.01

Regulation FD Disclosure

On October 28, 2014, Sparton issued a press release announcing that on October�22, 2014 the Board of Directors approved a repurchase by Sparton of up to $5,000,000 of shares of its common stock in open market, block transactions and privately negotiated transactions. The press release, dated October 28, 2014, is attached as Exhibit 99.2 to this Form 8-K.

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Item�9.01��Financial Statements and Exhibits �

(d)�Exhibits

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Exhibit�No.	��	Description
Exhibit�99.1	��	Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors and Shareholders effective October 22, 2014.
Exhibit 99.2	��	Press Release dated October 28, 2014.

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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.

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	��	SPARTON CORPORATION
Dated: October 28, 2014	��	By:	��	/s/ Cary B. Wood
	��	Cary B. Wood, President and Chief Executive Officer

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Index to Exhibits

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Item�9.01��Financial Statements and Exhibits

(d)�Exhibits

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Exhibit�No.	��	Description
Exhibit�99.1	��	Amendment to Amended and Restated Code of Regulations of Sparton Corporation as approved by the Board of Directors and Shareholders effective October 22, 2014.
Exhibit 99.2	��	Press Release dated October 28, 2014.

Exhibit 99.1

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CODE OF REGULATIONS

Effective October�22, 2014, Sparton Corporation, an Ohio corporation (the �Company�), organized and existing under and by virtue of the Ohio Revised Code, does hereby certify that the Board of Directors of the Company adopted resolutions pursuant to the Ohio Revised Code approving and adopting the following amendment to the Amended and Restated Code of Regulations of the Company, as amended, and recommended the amendment to the shareholders of the Company, and the shareholders have approved such amendment:

Article VII is hereby re-designated as Article VIII and a new Article VII is hereby added:

ARTICLE VII.

FORUM FOR ADJUDICATION OF DISPUTES

Section�1. Forum for Adjudication of Disputes. Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i)�any derivative action or proceeding brought on behalf of the Company, (ii)�any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company�s shareholders, (iii)�any action asserting a claim against the Company or any of its directors, officers or other employees alleging a violation of Corporate Matters, or (iv)�any action asserting a claim against the Company governed by the internal affairs doctrine shall be a state or federal court located within the State of Ohio shall be the, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of the Company shall be deemed to have notice of and consented to the provisions of this Article VII. �Corporate Matters� means the Corporation Law of the Ohio Revised Code, the Company�s Second Amended Articles of Incorporation, as amended, these Regulations, and the bylaws

IN WITNESS WHEREOF, this Certificate is effective as of the 22^nd day of October, 2014.

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Exhibit 99.2

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	��	Media Contact:	�	Mike�Osborne
	��		�	Sparton Corporation
	��		�	Email: [email protected]
	��		�	Office: (847)�762-5814
	��	Analyst Contact:	�	Don Pearson
	��		�	Sparton Corporation
	��		�	Email: [email protected]
	��		�	Office: (847)�762-5812
	��	Investor�Contact:	�	John Nesbett/Jennifer Belodeau
	��		�	Institutional Marketing Services (IMS)
	��		�	Email: [email protected]
	��		�	Office: (203)�972-9200

FOR IMMEDIATE RELEASE

Sparton Announces $5 Million Stock Buyback Plan

SCHAUMBURG, Ill. � October�28, 2014 � Sparton Corporation (NYSE: SPA) announced that its Board of Directors unanimously approved on October�22, 2014 the repurchase of up to $5 million of its common stock.

The authorized repurchases will be made from time to time in either the open market, block transactions, or through privately negotiated transactions. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. No assurance can be given that any particular amount of common stock will be repurchased.

�The stock buyback plan reaffirms our confidence in the long-term growth of the Company,� stated Cary B. Wood, president and chief executive officer. �It is facilitated by our strong capital structure and liquidity and will not only represent a good investment for our Company, but it also demonstrates our commitment to increase shareholder value.�

As of June�30, 2014, Sparton had $8 million of cash and $41 million borrowed with $59 million unused on the line of credit. On September�11, 2014, the line of credit was increased to $200 million with a $100 million accordion feature.

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About Sparton Corporation

Sparton Corporation (NYSE: SPA), now in its 115th year, is a provider of complex and sophisticated electromechanical devices with capabilities that include concept development, industrial design, design and manufacturing engineering, production, distribution, field service, and refurbishment. The primary markets served are Medical�& Biotechnology, Military�& Aerospace, and Industrial�& Commercial. Headquartered in Schaumburg, IL, Sparton currently has nine manufacturing locations and four engineering design centers worldwide. Sparton�s Web site may be accessed at www.sparton.com.

Safe Harbor and Fair Disclosure Statement

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: To the extent any statements made in this release contain information that is not historical, these statements are essentially forward-looking and are subject to risks and uncertainties, including the difficulty of predicting future results, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in Sparton�s filings with the Securities and Exchange Commission (SEC). The matters discussed in this press release may also involve risks and uncertainties concerning Sparton�s services described in Sparton�s filings with the SEC. In particular, see the risk factors described in Sparton�s most recent Form 10K and Form 10Q. Sparton assumes no obligation to update the forward-looking information contained in this press release.

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