IEC ELECTRONICS CORP (Form: 8-K, Received: 03/13/2015 16:18:06)

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) - March 9, 2015

IEC ELECTRONICS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



0-6508	13-3458955
(Commission File Number)	(IRS Employer Identification No.)

1 05 Norton Street, Newark, New York 14513

(Address of principal executive offices)(Zip code )

(315) 331-7742

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))



Item 1.01	Entry into a Material Definitive Agreement.

On March 9, 2015 , the Company and Computershare Trust Company, N.A., successor rights agent to Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), amended the Tax Benefit Preservation Plan Rights Agreement dated as of July 31, 2014 between the Company and the Rights Agent (the “Rights Agreement”) to change the Final Expiration Date (as defined in the Rights Agreement) from December 31, 2017 to February 20, 2015 (the “First Amendment”). As a result of the First Amendment, the Rights Agreement expired by its terms, effective as of February 20, 2015.

A copy of the First Amendment is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 1.02	Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference into this Item 1.02. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on a Current Report on Form 8-K on July 31, 2014 and are incorporated herein by reference.



Item 3.03	Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 and Item 5.03 is incorporated herein by reference into this Item 3.03. As a result of the First Amendment, the Rights as defined in the Rights Agreement ("the Rights") are no longer outstanding and no longer trade with the Company's common stock.



Item 5.03	Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement on July 31, 2014, the Company filed a Certificate of Designation of Series A Junior Participating Preferred Stock with the Secretary of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).

In connection with the Termination of the Rights Agreement, the Company filed a Certificate of Elimination with the Secretary of the State of Delaware on March 10, 2015 eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.

A copy of the Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01	Other Events.

On March 13, 2015 , the Company issued a press release announcing the First Amendment and the expiration of the Rights. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits .	Exhibits

Exhibit No.	Description

3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of IEC Electronics Corp. filed with the Secretary of the State of Delaware on March 10, 2015.

4.1	Tax Benefit Preservation Plan Rights Agreement, dated as of July 31, 2014, by and between IEC Electronics Corp. and Registrar and Transfer Company, which includes the Form of Certificate of Designation as Exhibit A, Form of Rights Certificate as Exhibit B and the Form of Summary of Rights as Exhibit C is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 31, 2014.

4.2	First Amendment to Tax Benefit Preservation Plan Rights Agreement dated as of March 4, 2015 and effective as of February 20, 2015 between IEC Electronics Corp. and Computershare Trust Company, as successor rights agent to Registrar and Trust Company, as Rights Agent.

99.1	Press Release issued by IEC Electronics Corp. on March 13, 2015.

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.



			IEC Electronics Corp.
			(Registrant)

Date:	March 13, 2015	By:	/s/ Michael T. Williams
			Michael T. Williams
			Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF THE

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

IEC ELECTRONICS CORP.

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

IEC Electronics Corp., a corporation organized and existing under the laws of the state of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Board of Directors of the Company by resolutions duly adopted, authorized the issuance of 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on July 31, 2014, filed a Certificate of Designation (the “Certificate of Designation”) with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware (the “Secretary of State”);

2. That no shares of Series A Preferred Stock have been issued and none will be issued subject to the Certificate of Designation; and

3. That the Board of Directors of the Company has adopted the following resolutions:

WHEREAS, by resolution of the Board of Directors and by a Certificate of Designation filed in the office of the Secretary of State of the State of Delaware on July 31, 2014, the Company authorized the issuance of 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) in connection with rights to purchase such shares of Series A Preferred Stock as contemplated by the Tax Benefit Preservation Plan Rights Agreement, dated as of July 31, 2014 between the Company and Registrar and Transfer Company, as rights agent; and

WHEREAS, no shares of Series A Preferred Stock have been issued, no shares thereof are outstanding and no shares thereof will be issued pursuant to the Certificate of Designation, and it is desirable that all matters set forth in the Certificate of Designation be, for the avoidance of doubt, eliminated from the Company’s Certificate of Incorporation;

NOW THEREFORE, be it

RESOLVED, that, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be eliminated from the Company’s Certificate of Incorporation; and

RESOLVED, that the proper officers of the Company are each authorized and empowered in the name and on behalf of the Company to take or cause to be taken any and all actions, to execute and file any and all certificates, documents or other instruments and to do any and all things, including without limitation, the filing of a Certificate of Elimination for the Series A Preferred Stock with the Secretary of State of the State of Delaware, as may be necessary and/or advisable to effectuate the above resolution.

4. That, accordingly, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation.

In Witness Whereof, I have signed this Certificate of Elimination as of this 10th day of March, 2015 .



	IEC ELECTRONICS CORP.
By:	/s/ Jeffrey T. Schlarbaum
	Name: Jeffrey T. Schlarbaum
	Title: President and Chief Executive Officer

Exhibit 4.2

First AMENDMENT TO

TAX BENEFIT PRESERVATION PLAN RIGHTS AGREEMENT

This FIRST AMENDMENT TO THE TAX BENEFIT PRESERVATION PLAN RIGHTS AGREEMENT dated as of March 4, 2015 and effective as of February 20, 2015 (the “Effective Date”) (the “Amendment”), is between IEC Electronics Corp., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., a federally chartered trust company, successor rights agent to Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), and amends the Tax Benefit Preservation Plan Rights Agreement dated as of July 31, 2014 between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.

WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, at any time prior to the Distribution Date, the Company may supplement or amend the Rights Agreement without the approval of any holders of Rights or Common Stock;

WHEREAS, the Company desires to amend the Final Expiration Date under the Rights Agreement.

NOW, THEREFORE, in consideration of the foregoing promises and mutual agreements set forth in this Amendment, the parties hereby amend the Rights Agreement as follows:

1. Final Expiration Date . The Rights Agreement, including all Exhibits attached thereto, is amended such that all references to the Final Expiration Date (previously December 31, 2017) are hereby amended to reference the date February 20, 2015.

2. Effective Time of this Amendment . This Amendment shall be deemed effective as of 12:01 a.m. on the Effective Date.

3. Confirmation of the Rights Agreement . Except as amended or modified hereby, all terms, covenants and conditions of the Rights Agreement as heretofore in effect shall remain in full force and effect and are hereby ratified and confirmed in all respects.

4. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

5. Authority . The Company and the Rights Agent have all requisite power, authority and approvals required to enter into, execute and deliver this Amendment and to perform fully their respective obligations hereunder.

6. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together

shall constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the Effective Date.



Attest:			IEC ELECTRONICS CORP.
By:	/s/ Michael T. Williams	By:	/s/ Jeffrey T. Schlarbaum
	Name: Michael T. Williams		Name: Jeffrey T. Schlarbaum
	Title: CFO		Title: President and Chief Executive Officer

Attest:			COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
By:	/s/ Jeff Seiders	By:	/s/ Dennis V. Moccia
	Name: Jeff Seiders		Name: Dennis V. Moccia
	Title: Relationship Manager		Title: Manager, Contract Administration

[Signature Page to Amendment of Rights Agreement]

Exhibit 99.1

IEC ELECTRONICS CORP. TERMINATES TAX BENEFIT PRESERVATION PLAN

NEWARK, New York, March 13, 2015 - IEC Electronics Corp. (NYSE MKT: IEC) today announced that the Company’s recently elected Board of Directors has terminated its Tax Benefit Preservation Plan (“the Plan”). IEC’s previous Board adopted the Plan in July 2014.

Jeffrey T. Schlarbaum, CEO of IEC Electronics Corp., stated, “As we look to establish best practices from a corporate governance standpoint, the new Board determined that it is in the best interest of IEC’s shareholders to discontinue this plan which was established by the previous board without the benefit of shareholder approval.”

The rights connected to the Plan previously traded with the Company's common stock on the NYSE MKT. Since such rights have expired they will no longer trade with the Company common stock.

About IEC Electronics

IEC Electronics Corporation is a premier provider of electronic manufacturing services ("EMS") to advanced technology companies primarily in the military and aerospace, medical, industrial and communications sectors. The Company specializes in the custom manufacture of high reliability, complex circuit boards, system level assemblies, a wide array of custom cable and wire harness assemblies, precision metal products, and advanced research and testing services. As a full service EMS provider, IEC is a world-class ISO 9001:2008, AS9100 and ISO13485 certified company. The AS9100 certification enables IEC to serve the military and commercial aerospace markets. The ISO13485 certification supports the quality requirements of medical device markets. The Company is also AC7120 Nadcap accredited for electronics manufacturing to support the most stringent quality requirements of the aerospace industry, as well as ITAR registered and NSA approved under the COMSEC standard. Dynamic Research and Testing Laboratories (DRTL), the Company's newest business unit, is an ISO 17025 accredited laboratory specializing in the testing and detection of counterfeit electronic parts, as well as component risk mitigation and advanced failure analysis. IEC Electronics is headquartered in Newark, NY (outside of Rochester) and also has operations in Rochester, NY, Albuquerque, NM and Bell Gardens, CA. Additional information about IEC can be found on its web site at www.iec-electronics.com .



Contact:	Michael T. Williams	John Nesbett or Jennifer Belodeau
	CFO	Institutional Marketing Services (IMS)
	IEC Electronics Corp.	(203)972-9200
	(315)332-4308	jnesbett@institutionalms.com
	mwilliams@iec-electronics.com	jbelodeau@institutionalms.com