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<SEC-DOCUMENT>0000950152-04-009042.txt : 20041220
<SEC-HEADER>0000950152-04-009042.hdr.sgml : 20041220
<ACCEPTANCE-DATETIME>20041217181824
ACCESSION NUMBER:		0000950152-04-009042
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041217
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041220
DATE AS OF CHANGE:		20041217

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CTS CORP
		CENTRAL INDEX KEY:			0000026058
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		IRS NUMBER:				350225010
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04639
		FILM NUMBER:		041212471

	BUSINESS ADDRESS:	
		STREET 1:		905 WEST BOULEVARD NORTH
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46514
		BUSINESS PHONE:		5742937511

	MAIL ADDRESS:	
		STREET 1:		905 W BLVD NORTH
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46514
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l11112ae8vk.txt
<DESCRIPTION>CTS CORPORATION
<TEXT>
<PAGE>

                                  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 report (Date of earliest event reported):  December 17, 2004



                                 CTS CORPORATION
               (Exact Name of Registrant as Specified in Charter)







         Indiana                         1-4639                  35-0225010
(State or Other Jurisdiction    (Commission File Numbers)     (I.R.S. Employer
     of Incorporation)                                      Identification Nos.)



905 West Boulevard North
Elkhart, Indiana                                                   46514
(Address of Principal Executive Offices)                         (Zip Code)



Registrant's telephone number, including area code:  (574) 293-7511



                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|X| 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))


<PAGE>





Item 8.01         OTHER EVENTS.


         On December 17, 2004, CTS Corporation issued a press release announcing
the value per share of the stock component of the merger consideration related
to the previously announced merger with SMTEK International, Inc. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Item 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial Statements of Business Acquired.
                           Not applicable.

                  (b)      Pro Forma Financial Information.
                           Not applicable.

                  (c)      Exhibits.



                  The following exhibits are filed with this report:

                  Exhibit No.        Exhibit Description
                  -----------        -------------------

                  99.1               Press release, dated December 17, 2004.





<PAGE>





                                   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.

                                      CTS CORPORATION


                                      /s/ Richard G. Cutter
                                      ---------------------
                                      By:      Richard G. Cutter
                                               Vice President, Secretary and
                                               General Counsel

Date:  December 17, 2004



<PAGE>



                                  EXHIBIT INDEX

                  Exhibit No.        Exhibit Description
                  -----------        -------------------
                  99.1               Press release, dated December 17, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>l11112aexv99w1.txt
<DESCRIPTION>EX-99.1 NEWS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

[CTS LOGO]


                                                                     newsrelease
- --------------------------------------------------------------------------------
                           CTS CORPORATION ELKHART, INDIANA 46514 (574) 293-7511



                                                               December 17, 2004
FOR RELEASE:  Immediately

         CTS CORPORATION ANNOUNCES PRICE PER SHARE FOR MERGER AGREEMENT
         --------------------------------------------------------------

Elkhart, IN...CTS Corporation (NYSE:CTS) and SMTEK International, Inc. (Nasdaq:
SMTI) announced today that the total value per share of the merger consideration
will be fixed at $14.2559, comprised of $10.725 in cash and $3.5309 worth of CTS
common stock. The per share value for the stock component of the merger
consideration was determined based on the formula established in the CTS / SMTEK
merger agreement dated November 16, 2004. The number of shares of CTS common
stock to be received for each share of SMTEK common stock outstanding will be
determined by dividing the $3.5309 per share value of the stock component of the
merger consideration by the volume weighted average price for the CTS common
stock over the twenty trading days immediately prior to the closing of the
merger.

                                     # # # #

About CTS:

CTS Corporation is a leading designer and manufacturer of electronic components
and sensors, and a provider of electronics manufacturing services (EMS) to OEMs
in the automotive, computer and communications markets. The Company manufactures
products in North America, Europe and Asia. The Company's stock is traded on the
NYSE under the ticker symbol "CTS." To find out more, visit the CTS Web site at
www.ctscorp.com.

About SMTEK International:

SMTEK International is an electronics manufacturing services (EMS) provider
serving original equipment manufacturers (OEMs) in the medical, industrial
instrumentation, telecommunications, security, financial services automation,
aerospace and defense industries with integrated solutions ranging from design
to end-of-life services. The Company's four facilities are located in Moorpark
and Santa Clara, California; Marlborough, Massachusetts; and in Bangkok,
Thailand.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements include
statements regarding anticipated benefits of the


<PAGE>

proposed merger, as well as anticipated future revenues. These statements are
based on our respective managements' current expectations, certain assumptions
and currently available information. There are a number of risks and
uncertainties that could cause actual results to differ materially from those
presented. For example, we may be unable to obtain SMTEK shareholder approval
required for the merger. Problems may arise in successfully integrating our
businesses and the transaction may involve greater than expected costs. Our
businesses may suffer as a result of uncertainty surrounding the transaction.
The market for our products may change or be impacted by competition, new data,
supply issues or EMS industry trends.

For more detailed information on the risks and uncertainties associated with CTS
and SMTEK's business activities see our respective reports filed with the SEC.
The companies undertake no obligation to publicly update their forward-looking
statements, whether as a result of market or industry changes, new information,
or future events.

Additional Information

CTS Corporation intends to file with the Securities and Exchange Commission a
registration statement on Form S-4 that will include a proxy statement and a
prospectus and other relevant documents in connection with the proposed
transaction. In addition, CTS Corporation will publish and make available to
shareholders of SMTEK International, Inc. and file with the Securities and
Exchange Commission, a prospectus. Investors and security holders are urged to
carefully read the prospectus regarding the acquisition when it becomes
available because it will contain important information on which to exclusively
base their investment decision. Investors and security holders of SMTEK
International, Inc. are urged to read the proxy statement and prospectuses and
other relevant materials when they become available because they will contain
important information about CTS Corporation and SMTEK International, Inc. and
the proposed transaction. Investors and security holders may obtain a free copy
of these materials when they are available and other documents filed with the
Securities and Exchange Commission at the SEC's Web site at www.sec.gov.
Investors and security holders may also obtain copies of these materials from
CTS free of charge by requesting them from CTS at the following address and
telephone number: CTS Corporation, Attention: Investor Relations, 905 West
Boulevard North, Elkhart, Indiana, 46514, (574) 293-7511. CTS Corporation and
SMTEK International, Inc. and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the SMTEK
International, Inc. stockholders with respect to the proposed transaction.
Information regarding the interests of these officers and directors in the
proposed transaction will be included in the proxy statement and prospectuses.

All investment is subject to risk. The value of securities offered may go down
as well as up. Past performance is no guarantee of future returns. Potential
investors are advised to seek expert financial advice before making any
investment decision.

This press release does not constitute an offer to sell or a solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

                                     # # # #


Contact:  Vinod M. Khilnani, Sr. Vice President and Chief Financial Officer, or
          George T. Newhart, Vice President Investor Relations
          CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
          Telephone (574) 293-7511  FAX (574) 293-0251
          www.ctscorp.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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