ITEM 7.01
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Regulation FD Disclosure
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On March 5, 2018, Sparton issued a press release with respect to, among
other things, the Agreement. The press release is included in this report as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements. Use of the words may, will, would, could,
should, believes, estimates, projects, potential, expects, plans, seeks, intends, evaluates, pursues,
anticipates, continues, designs, impacts, affects, forecasts, target, outlook, initiative, objective, designed,
priorities, goal, or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. These forward-looking
statements may include statements with respect to, among other things, the mutual termination of the merger and the independent prospects of Sparton.
These forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks, uncertainties and other
factors that could cause actual results and events to differ materially from those expressed or implied by these forward-looking statements. Neither Sparton nor any of its directors, executive officers or advisors, provide any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: the effects of disruption
caused by the announcement of an termination of the contemplated transaction and its termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation
in connection with the contemplated transaction and its termination may result in significant costs of defense, indemnification and liability; other business effects, including the effects of
industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities and disruptions to the financial or capital markets. Actual results may differ
materially from those projected in the forward-looking statements. Sparton does not undertake to update any forward-looking statements.
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 thereunto duly authorized.
(d) Exhibits