As filed with the Securities and Exchange Commission on December 21, 2004
Registration No. 333-121129
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
INDIANA 3670 35-0225010
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
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905 WEST BOULEVARD NORTH
ELKHART, INDIANA 46514
(574) 293-7511
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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RICHARD G. CUTTER, III
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CTS CORPORATION
905 WEST BOULEVARD NORTH
ELKHART, INDIANA, 46514
(574) 293-7511
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES TO:
LYLE G. GANSKE, ESQ. CHRISTOPHER J. HEWITT, ESQ.
JONES DAY JONES DAY
NORTH POINT NORTH POINT
901 LAKESIDE AVENUE 901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114-1190 CLEVELAND, OHIO 44114-1190
(216) 586-3939 (216) 586-3939
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable following the effective date of this registration statement and the
date on which all other conditions to the merger of Cardinal Acquisition, Inc.
with and into SMTEK International, Inc. pursuant to the merger agreement
described in the enclosed document have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPERTS
* * *
The consolidated statements of operations, cash flows and stockholders'
equity and comprehensive income (loss) of SMTEK International, Inc. and
subsidiaries for the year ended June 30, 2002 have been incorporated by
reference herein and in the registration statement in reliance on the report of
KPMG LLP, an independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
* * *
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Elkhart, State of
Indiana, on December 21, 2004.
CTS CORPORATION
(Registrant)
By: /s/ Richard G. Cutter, III
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Richard G. Cutter, III
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman, President and Chief Executive December 21, 2004
* Officer, and Director
------------------------------------ (Principal Executive Officer)
Donald K. Schwanz
Senior Vice President and Chief Financial December 21, 2004
* Officer
------------------------------------ (Principal Financial Officer)
Vinod M. Khilnani
* Vice President and Controller December 21, 2004
------------------------------------ (Controller)
Thomas A. Kroll
Director December 21, 2004
*
------------------------------------
Walter S. Catlow
Director December 21, 2004
*
------------------------------------
Lawrence J. Ciancia
Director December 21, 2004
*
------------------------------------
Thomas G. Cody
Director December 21, 2004
*
------------------------------------
Gerald H. Frieling, Jr.
Director December 21, 2004
*
------------------------------------
Roger R. Hemminghaus
Director December 21, 2004
*
------------------------------------
Michael A. Henning
Director December 21, 2004
*
------------------------------------
Robert A. Profusek
Director December 21, 2004
*
------------------------------------
Patricia K. Vincent
* The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the powers of attorney executed by the
above-named officers and directors of the registrant.
By: /s/ Richard G. Cutter, III
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Richard G. Cutter, III
EXHIBIT INDEX
EXHIBIT NO EXHIBIT DESCRIPTION
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23.3 Consent of Independent Registered Public Accounting Firm, KPMG LLP.
24.1 Power of Attorney of directors and officers of CTS Corporation
(filed as exhibit 24.1 to CTS Corporation's Registration Statement
on Form S-4 filed with the Commission on December 9, 2004 and
incorporated herein by reference).