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
Earliest Event Reported: November 6, 2008
CTS
CORPORATION
(Exact
Name of Company as Specified in Its Charter)
|
Indiana
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1-4639
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35-0225010
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Numbers)
|
(I.R.S.
Employer Identification Nos.)
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|
|
|
|
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905
West Boulevard North
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|
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Elkhart,
Indiana
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46514
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Company’s
Telephone Number, Including Area Code: (574)
523-3800
(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 Company under any of the following
provisions:
|
q
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
q
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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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|
q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into Material Definitive Agreement.
Effective
November 6, 2008, CTS Corporation, an Indiana corporation (the “Company”),
entered into indemnification agreements (“Indemnification Agreements”) with each
of the following non-employee directors and executive officers: Roger
R. Hemminghaus, Walter S. Catlow, Lawrence J. Ciancia, Thomas G. Cody, Patricia
K. Collawn, Gerald H. Frieling, Jr., Michael A. Henning, Robert A.
Profusek, Vinod M. Khilnani, Donna L. Belusar, Donald R. Schroeder, H.
Tyler Buchanan, James L. Cummins, Richard G. Cutter, III, Thomas A. Kroll,
Matthew W. Long, Bret Robertson, and Mohan S. Mahadevan (the
“Indemnitees”).
The terms
of each such Indemnification Agreement are the same and the form of the
agreement is attached as an exhibit to this Report on Form 8-K. The principal
terms of the agreements are as follows:
The
Company will indemnify, defend and hold harmless the Indemnitee to the fullest
extent permitted or required by Indiana law. Except as specifically
provided in the Indemnification Agreement, the Indemnitee will not be entitled
to indemnification in connection with any claim initiated by the Indemnitee
against the Company or any director or officer of the Company unless the Company
has joined in or consented to the initiation of the claim. The
Indemnification Agreements also provide that the Company will advance certain
expenses to the Indemnitee prior to the final disposition of certain claims
against the Indemnitee if the Indemnitee executes and delivers to the Company an
undertaking to repay any advanced amounts if the Indemnitee is ultimately found
not to be entitled to indemnification under the Indemnification
Agreement. In certain situations, the Indemnitee will be required to
meet certain statutory standards of conduct in order to be indemnified by the
Company under the Indemnification Agreement. Pursuant to the Indemnification
Agreement, the Company has agreed to refrain from amending its Certificate of
Incorporation or Bylaws to diminish the Indemnitee's rights to indemnification
provided by the Indemnification Agreement or other indemnity provisions. The
Company has also agreed to use commercially reasonable efforts to maintain a
minimum level of directors' and officers' liability insurance coverage for the
directors and officers of the Company.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Exhibit
Description
10.1 Form
of Indemnification Agreement
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CTS
CORPORATION
/s/ Richard
G. Cutter, III
By: Richard
G. Cutter, III
Vice President, Secretary, and General Counsel
Date: November
12, 2008
EXHIBIT
INDEX
Exhibit
No.
Exhibit
Description
10.1 Form
of Indemnification Agreement