Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 06 2019 - 12:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 5, 2019
Registration
No. 00-244948
Registration
No. 00-264138
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 00-244948
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM
S-8
REGISTRATION STATEMENT NO.
00-264138
UNDER
THE SECURITIES ACT OF 1933
SPARTON
CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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38-1054690
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Sparton Corporation Incentive Stock Option Plan
Sparton Corporation 1978 Stock Option Plan
(Full titles of the plans)
Joseph G. McCormack
Senior Vice President and Chief Financial Officer
Sparton Corporation
425
N. Martingale Road, Suite 1000, Schaumburg, Illinois 60173
(847)
762-5800
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With a copy to:
Marita A Makinen, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212)
262-6700
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer,
accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments are being filed to deregister all unsold securities of Sparton Corporation, an Ohio corporation (
Sparton
or
the
Registrant
), that were registered on the following Registration Statements on Form
S-8,
as amended (each, a
Registration Statemen
t, and collectively, the
Registration Statements
), filed with the U.S. Securities and Exchange Commission (the
Commission
):
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Registration Statement on
Form S-8
(No.
00-244948),
filed with the Commission on July 11, 1972, as amended, relating to the Sparton Corporation Incentive Stock Option Plan.
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Registration Statement on
Form S-8
(No.
00-264138),
filed with the Commission on April 17, 1979, as amended, which registered 160,000 shares of common stock, par value $1.25 per share, issuable pursuant to the Sparton Corporation 1978 Stock Option
Plan.
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On March 4, 2019, pursuant to the Agreement and Plan of Merger (the
Merger
Agreement
), dated as of December 11, 2018 by and among Sparton, Sparton Parent, Inc. (formerly known as Striker Parent 2018, LLC) (
Parent
), a Delaware limited liability company and affiliate of Cerberus Capital
Management, L.P. (
Cerberus
), and Striker Merger Sub 2018, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (
Merger Sub
), Merger Sub merged with and into Sparton (the
Merger
)
with Sparton surviving the Merger as a wholly owned subsidiary of Parent.
In connection with the Merger, the Registrant has terminated all offerings of
its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with undertakings contained in the Registration Statements to remove from
registration by means of a post-effective amendment any of the securities that had been registered but remained unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under
the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form
S-8
and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, State of Illinois,
on March 5, 2019.
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Sparton Corporation
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By:
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/s/ Joseph G. McCormack
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Joseph G. McCormack
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Senior Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the
Registration Statements have been signed by the following persons on this 5th day of March, 2019 in the capacities indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Joseph G. McCormack
Joseph G. McCormack
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Senior Vice President and Chief Financial Officer (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
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March 5, 2019
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/s/ Debra Crew
Debra Crew
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Director
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March 5, 2019
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/s/ Dev Kapadia
Dev Kapadia
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Director
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March 5, 2019
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/s/ Keith Mitchell
Keith Mitchell
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Director
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March 5, 2019
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/s/ Patrick Moriarty
Patrick Moriarty
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Director
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March 5, 2019
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