Form 8-K - Current Report
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 Filing (Date of Report and Earliest Event Reported):
June 9, 2005 (June 3, 2005)
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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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 Number) |
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(IRS Employer
Identification Number) |
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905 West Boulevard North, Elkhart, IN
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46514
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number,
including area code: 574-293-7511 |
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(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 4.01 |
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Changes in Registrant's Certifying Accountant. |
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(a) |
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Previous
Independent Registered Public Accounting Firm |
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(i) |
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On June 3, 2005,
CTS Corporation (the “Company”) dismissed PricewaterhouseCoopers LLP
as the Company’s independent registered public accounting firm. The
decision was recommended and unanimously approved by the Audit Committee of the
Board of Directors of the Company. |
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(ii) |
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The reports of
PricewaterhouseCoopers LLP on the Company’s financial statements for the
years ended December 31, 2004 and 2003 contained no adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle. |
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(iii) |
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During the
years ended December 31, 2004 and 2003, and through June 3, 2005, there have
been no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused PricewaterhouseCoopers LLP to make
reference thereto in its reports on the Company's financial statements for such
years. |
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(iv) |
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During the
years ended December 31, 2004 and 2003, and through June 3, 2005, there have
been no reportable events (as defined in Item 304 (a) (1) (v) of Regulation
S-K). |
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(v) |
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The Company has
requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of that letter dated June 9, 2005 is filed as Exhibit
16.1 to this Form 8-K. |
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(b) |
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New Independent
Registered Public Accounting Firm |
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The Company
appointed Grant Thornton LLP as its new independent registered public accounting
firm as of June 3, 2005. During the two most recent fiscal years and through
June 3, 2005 the Company has not consulted with Grant Thornton regarding either
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and Grant Thornton LLP did not provide a
written report or oral advice to the Company which Grant Thornton LLP concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue, or (ii) any matter that
was either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item 304
(a)(1)(v) of Regulation S-K. |
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| Item 9.01 |
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Financial
Statements and Exhibits. |
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(a)
Financial Statements of Business Acquired.
Not applicable. |
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(b)
Pro Forma Financial Information.
Not applicable. |
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(c)
Exhibits. |
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The following exhibits are
filed with this report: |
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Exhibit No.
Exhibit Description |
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16.1
Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission, dated June 9, 2005. |
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SIGNATURES
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.
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CTS Corporation |
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/s/ Richard G. Cutter |
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By: Richard G.
Cutter
Vice President, Secretary
and General Counsel |
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| Dated: June 9, 2005 |
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EXHIBIT INDEX
| Exhibit No. |
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Exhibit Description |
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| 16.1 |
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Letter from
PricewaterhouseCoopers LLP to the Securities and Exchange Commission,
dated June
9, 2005. |
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