Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2018




(Exact name of registrant as specified in its charter)




Delaware   001-08174   95-0693330

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

200 Sandpointe Avenue, Suite 700, Santa Ana, California   92707-5759
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (657) 335-3665


(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 registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)  ☐

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 13(e) of the Exchange Act  ☐




Item 8.01 Other Events.

On April 23, 2018, Ducommun Incorporated (the “Company”) issued a press release announcing the completion of its acquisition of Certified Thermoplastics Co., LLC (“CTP”). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The purchase price was equal to $30.5 million, subject to customary post-closing adjustments. The Company funded the purchase price by drawing down $30.5 million from its revolving credit facility (the “Revolving Credit Facility”) under its Credit Agreement, dated June 26, 2015, among the Company, certain of its subsidiaries, Bank of America, N.A., as administrative agent, swingline lender and issuing bank, and other lenders party thereto. Following the draw down, the Company has approximately $116 million available under the Revolving Credit Facility.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




   Exhibit Title or Description
99.1    Ducommun Incorporated press release issued on April 23, 2018.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date: April 23, 2018     By:  

/s/ Douglas L. Groves

      Douglas L. Groves
      Vice President, Chief Financial Officer and Treasurer