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SPA > SEC Filings for SPA > Form 8-K/A on 31-Jan-2013All Recent SEC Filings

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Form 8-K/A for SPARTON CORP


31-Jan-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhib


Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 19, 2012, Sparton Corporation ("Sparton") filed a Current Report on Form 8-K (the "November 19 Form 8-K") to report the completion of the acquisition by Sparton Onyx, LLC, a Delaware limited liability company ("Sparton Onyx") and wholly owned subsidiary of Sparton , of all of the outstanding limited liability company interests of Onyx EMS, LLC, a South Dakota limited liability company ("Onyx EMS") for $43.25 million upon the satisfaction of certain closing conditions described in the Unit Purchase Agreement between Sparton Onyx and Everett Smith Group, Ltd., who previously owned all of the company interests of Onyx EMS, dated November 2, 2012 (the "Purchase Agreement"), as further described on the Current Report on Form 8-K filed on November 7, 2012 (the "November 7 Form 8-K") by Sparton. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement as filed with the November 7 Form 8-K as exhibit 10.1 which is incorporated herein by reference. At December 31, 2012, Sparton recorded additional consideration of $2.19 million in relation to a post-closing working capital adjustment which will be settled in Sparton's third fiscal quarter.

This amendment to the November 19 Form 8-K is being filed to provide financial statements and pro forma financial statements required by Item 9.01 of Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Onyx EMS, LLC, as of and for the year ended November 30, 2011, the notes related thereto and the related independent auditor's report of BDO USA, LLP, are filed as Exhibit 99.1 to this report and incorporated herein by reference.

The unaudited condensed consolidated financial statements of Onyx EMS, LLC, as of and for the nine months ended August 31, 2012 and notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statement of income for the year ended June 30, 2012, unaudited pro forma condensed combined statement of income for the three months ended September 30, 2012, unaudited pro forma condensed combined balance sheet as of September 30, 2012 and the notes related thereto, are filed as Exhibit 99.3 to this report and incorporated herein by reference.

(d) Exhibits

Exhibit 23.1    Consent of BDO USA, LLP.

Exhibit 99.1    Audited consolidated financial statements of Onyx EMS, LLC, as of
                and for the year ended November 30, 2011, the notes related thereto
                and the related independent auditor's report of BDO USA, LLP.

Exhibit 99.2    Unaudited consolidated financial statements of Onyx EMS, LLC, as of
                and for the nine months ended August 31, 2012 and notes related
                thereto.

Exhibit 99.3    Unaudited pro forma condensed combined balance sheet as of
                September 30, 2012, unaudited pro forma condensed combined
                statement of income for the year ended June 30, 2012, and unaudited
                pro forma condensed combined statement of income for the three
                months ended September 30, 2012 and the notes related thereto .


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