Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Sparton Corporation ("Sparton" or the "Company") previously filed a Current
Report on Form 8-K with the Securities and Exchange Commission (the "SEC") on
October 3, 2008 to report that it had received a notice from NYSE Regulation,
Inc. ("NYSE Regulation") on September 29, 2008 that the Company did not then
comply with the New York Stock Exchange (the "NYSE") continued listing standards
set forth in Section 802.01B of the NYSE Listed Company Manual (the "Manual")
because the Company's market capitalization was less than $75 million over a 30
trading-day period and, at the same time, its shareowners' equity was less than
$75 million. Thereafter, on November 7, 2008 the Company filed a Current Report
on Form 8-K to disclose that the Company had received written notice from NYSE
Regulation that it had determined that the Company did not comply with the NYSE
continued listing standards set forth in Section 802.01B of the Manual because
the Company's market capitalization was less than $25 million over a consecutive
30 trading-day period. Subsequently, Sparton filed a Current Report on Form 8-K
with the SEC on January 27, 2009 to disclose that it had received written notice
from NYSE Regulation that the minimum market capitalization continued listing
standard set forth in Section 802.01B of the Manual had been revised from
$25 million to $15 million to April 22, 2009. This temporary reduction of the
$25 million minimum market capitalization continued listing standard to
$15 million has now been extended to June 30, 2009 as the result of an
immediately effective rule change filed by the NYSE with the SEC.
The Company previously submitted a business plan to NYSE Regulation
addressing Sparton's non-compliance with the NYSE's continued listing standards
set forth in Section 802.01B of the Manual regarding an average global market
capitalization over a consecutive 30 trading-day period of not less than
$75 million and, at the same time, total shareowners' equity of not less than
$75 million, and has been in discussions with the staff of NYSE Regulation
regarding the Company's plan. On April 9, 2009, Sparton received written notice
from NYSE Regulation that it had determined that the common stock of Sparton
should be removed from listing on the NYSE (the "Delisting Notice"). Under
applicable NYSE procedures, the Company has 10 days from the receipt of the
Delisting Notice to submit a request for a review by a Committee of the Board of
Directors of NYSE Regulation (the "Committee"). At this time, the Company
expects to submit a request for a review of the determination by the Committee.
There is no assurance that the NYSE Regulation decision will be overturned in
connection with the review process.
NYSE Regulation has advised the Company that it can expect to continue to
trade on the NYSE during the appeal process, subject to ongoing monitoring. NYSE
Regulation noted, however, that it may, at any time, suspend a security if it
believes that continued dealings in the security on the NYSE are not advisable.
If the Committee does not accept the Company's plan for compliance presented for
its review, the Company's common stock will be subject to delisting proceedings
immediately following the review. In that event, the Company believes its common
stock will be eligible to trade or be quoted on alternative markets.
The Company issued a Press Release on April 9, 2009 announcing that it had
received notice of the proposed delisting.
The foregoing description of the Press Release is qualified in its entirety
by reference to the Press Release, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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