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
Report (Date of Earliest Event Reported): February 9, 2007
CTS
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
Indiana
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1-4639
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35-0225010
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(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Numbers)
|
(I.R.S.
Employer Identification Nos.)
|
|
|
|
|
|
905
West Boulevard North
|
|
|
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Elkhart,
Indiana
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46514
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrants'
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 registrant 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
2.02 Results
of Operations and Financial Condition.
On
February 9, 2007, CTS Corporation (the “Company”) issued a press release
providing certain preliminary results for the fourth quarter and fiscal
year
2006 as more fully described in the press release, a copy of which is attached
as Exhibit 99.1 hereto.
The
information contained in Item 2.02 of this Current Report on Form 8-K,
including
Exhibit 99.1 attached hereto, is being furnished to the Securities and
Exchange
Commission and shall not be deemed to be "filed" for the purposes of Section
18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section. Furthermore, the information contained in Item 2.02 of
this
Current Report on Form 8-K shall not be deemed to be incorporated by reference
into any registration statement or other document filed pursuant to the
Securities Act of 1933.
Item
4.02 (a) Non-Reliance
on Previously Issued Financial Statements or Related Audit Report or Completed
Interim Review.
The
Company also announced in the press release issued on February 9, 2007
that it
has commenced a review of account reconciliation issues related to accounts
payable and inventory at its Moorpark manufacturing location.
The
Company had previously announced on January 30, 2007 that it would delay
its
year-end earnings release until completion of the reconciliation of accounts
payable and inventory at this location.
The
review was initiated by management and is being conducted under the oversight
of
the Audit Committee. The Company has retained outside counsel and is in
the
process of engaging an independent forensic accountant to assist in the
review.
To
date,
the review has identified inconsistencies in the recorded amounts for accounts
payable and inventory that indicate substantial unrecorded material usage
variances at the Moorpark location possibly beginning in 2005 and continuing
through 2006. Because the review is ongoing, management has not yet made
a
determination as to the full scope or effect of these variances. Based
on the
preliminary review, management believes that the variances may result in
increases in cost of goods sold for this location of $6.4 million
spread through the four quarters of 2006. The net impact on the
Company’s earnings is expected to be approximately $4 million in the aggregate
when adjusted for the reduced tax rate and reduced variable compensation
accrual.
Accordingly,
on February 7, 2007, after consultation with the Audit Committee and the
Board
of Directors, management has determined that the Company’s financial statements
for the first three quarters of 2006 should not be relied upon. The Company
expects to complete the review as quickly as possible and will provide
an update
regarding the above estimates concurrent with the completion of the review.
Management
and the Audit Committee have discussed the matters disclosed in this Current
Report on Form 8-K with the Company's independent registered public accountant.
Item
9.01
Financial
Statements and Exhibits.
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(a)
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Financial
Statements of
Business Acquired.
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Not applicable.
| (b) |
Pro Forma Financial Information.
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Not applicable.
| (c) |
Shell
Company
Transactions.
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Not applicable.
(d)
Exhibits.
The
following exhibits are filed with
this report:
Exhibit
No. Exhibit
Description
99.1
Press
Release dated February 9, 2007
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
/s/
Richard G. Cutter
By: Richard
G.
Cutter
Vice President, Secretary
and General Counsel
Date: February
9,
2007
EXHIBIT
INDEX
Exhibit
No.
Exhibit
Description
| 99.1
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Press Release dated February 9, 2007
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