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): May 1, 2010
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Ohio
(State or other jurisdiction
of incorporation)
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1-1000
(Commission File Number)
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38-1054690
(IRS Employer
Identification No.) |
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425 N. Martingale Road
Suite 2050
Schaumburg, Illinois
(Address of Principal Executive Offices)
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60173-2213
(Zip Code) |
Registrant’s telephone number, including area code: (800) 772-7866
N/A
(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:
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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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2010 (the “Commencement Date”), Sparton Technology, Inc., a New Mexico corporation (the
“Landlord”) and wholly-owned subsidiary of Sparton Corporation, an Ohio corporation (“Sparton”),
entered into a Lease Extension and Amendment Agreement (the
“Amendment”) with 9621 Coors, LLC, a New
Mexico limited liability company (the “Tenant”), and Albuquerque Motor Company, Inc., a New Mexico
corporation (“Guarantor”). The Amendment relates to the Lease Agreement dated October 13, 1999
between the Landlord and Guarantor (as amended from time to time, the “Lease”) for approximately 12
acres of land and certain additional parcels consisting of approximately one-half acre in the
aggregate, all located in Albuquerque, New Mexico (the “Property”). Also on the Commencement
Date, Landlord and Tenant entered into a separate Option Agreement (“Option Agreement”) relating to
portions of the Property.
Under the Amendment, Guarantor assigned the Lease to Tenant and agreed to guarantee Tenant’s
payment and performance obligations to Landlord. The parties also agreed to extend the term of the
Lease for a period of 50 years from and after the Commencement Date unless sooner terminated by the
parties. The total rent payable under the Lease is $3.3 million, $2.475 million of which was
prepaid by Tenant on the Commencement Date and $275,000 being due on the first, second and third
anniversaries of the Commencement Date. Under the Amendment and the Option Agreement, Tenant’s
option to purchase the Property under the Lease was amended to provide that, at any time following
Tenant’s payment in full of all rent obligations, Tenant may elect upon 60 days prior written
notice to Landlord to acquire title to certain portions of the Property known as the Use Area and
Expanded Use Area without the payment of any additional consideration. If Tenant fails to exercise
such option, the Use Area and Expanded Use Area will nevertheless be conveyed to Tenant at the end
of the 50-year term if Tenant is not in default under the Lease. Under the Option Agreement,
Tenant is entitled to acquire title to the remainder of the Property for nominal consideration so
long as Tenant is not in default and all rent has been paid under the Lease. Any acquisition of
the Property by Tenant will be subject to the Environmental Protection Agency Consent Decree, Case
No. CIV 97 0206 dated March 3, 2000, relating to the Property. Tenant agreed to indemnify Landlord
for all liability arising out of Tenant or Guarantor’s use of the Property, including any further
environmental contamination to the Property subject to the Lease. Sparton agreed to indemnify
Tenant and Guarantor for certain losses related to contamination of the groundwater or soil of the
Property existing as of the Commencement Date of the Lease.
The foregoing does not constitute a complete summary of the terms of the Amendment and the Option
Agreement and reference is made to the complete forms of the Amendment and the Option Agreement and
to the press release that are attached as Exhibit 10.1,
Exhibit 10.2 and Exhibit 99.1, respectively, to
this report and are hereby incorporated by reference.