8-K Ayrshire Acquisition
EFFECTIVE JULY 17, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 17, 2014
Key Tronic Corporation
(Exact name of registrant as specified in its charter)
|
| | | | |
| | | | |
Washington | | 0-11559 | | 91-0849125 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
4424 North Sullivan Road, Spokane Valley, Washington | | 99216 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (509) 928-8000
(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 provision (see General Instruction A.2. below):
|
| |
¨ | 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 7.01 REGULATION FD DISCLOSURE
On July 17, 2014, Key Tronic Corporation issued a press release announcing that it has signed a letter of intent to acquire CDR Manufacturing, Inc. (dba Ayrshire Electronics) for $46.9 million in cash. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K including the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing of Key Tronic Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such a filing.
Conference Call
Key Tronic will host a special conference call today to discuss its preliminary financial results and expected acquisition of CDR Manufacturing at 2:00 PM Pacific (5:00 PM Eastern). A broadcast of the conference call will be available at www.keytronic.com under “Investor Relations” or by calling 888-401-4668 or +1-719-325-2315 (Access Code: 7875336). A replay will be available by calling 888-401-4668 or +1 719-457-0820 (Access Code: 7875336). A replay will also be available on the Company’s Web site.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
| | |
| | |
Exhibit Number | | Description |
99.1 | | Press Release dated July 17, 2014 |
SAFE HARBOR STATEMENT. Statements contained in the Exhibit to this report that state Key Tronic Corporation's or its management's expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Key Tronic Corporation's actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that Key Tronic Corporation has filed with the Securities and Exchange Commission.
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.
|
| | | | | | |
| | | | | | |
| | | | KEY TRONIC CORPORATION (Registrant) |
Date: July 17, 2014 | | | | | | |
| | | |
| | | | By: | | /s/ Ronald F. Klawitter |
| | | | | | Ronald F. Klawitter, Executive Vice President of Administration, CFO and Treasurer |
EXHIBIT INDEX
|
| | |
| | |
EXHIBIT NUMBER | | DESCRIPTION |
99.1 | | Press Release dated July 17, 2014 |