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) June 2328, 2011

LABARGE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05761	73-0574586
Delaware (State or other jurisdiction of incorporation)	001-05761 (Commission File Number)	73-0574586 (I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
9900 Clayton Road St. Louis, Missouri (Address of principal executive offices)		63124 (Zip Code)
incorporation)	File Number)	Identification No.)

9900 Clayton Road
St. Louis, Missouri		63124
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (314) 997-0800

N/A
(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:

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

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

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

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

Item 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 2328, 2011, LaBarge, Inc. (the “Registrant”) ~~held~~terminated aall ~~special~~commitments ~~meeting of stockholders (the~~under ~~“Special~~the ~~Meeting”),~~Loan ~~for~~Agreement ~~which~~dated ~~proxies~~as ~~were~~of ~~solicited pursuant to Regulation~~December ~~14A~~22, of2008, ~~the~~as ~~Securities Exchange~~amended, ~~Act~~among ~~of 1934~~U.S. ~~The~~Bank ~~chief~~National ~~purpose of the Special Meeting was to consider and vote on a~~Association ~~proposal to adopt the Agreement~~ and ~~Plan~~Wells ofFargo ~~Merger~~Bank, ~~dated~~National Association as ~~of April 3~~lenders, ~~2011 (~~the ~~“Merger Agreement”)~~Registrant, ~~among~~LaBarge ~~Ducommun Incorporated~~Electronics, ~~DLBMS,~~ Inc. and ~~the~~LaBarge ~~Registrant,~~Acquisition ~~pursuant to which DLBMS~~Company, Inc. ~~will~~as ~~merge~~borrowers, ~~with~~ and ~~into~~LaBarge/STC, ~~the~~Inc. ~~Registrant~~as inguarantor. ~~accordance~~In connection with ~~Delaware~~such ~~law~~termination, ~~whereupon~~ the ~~separate~~ ~~existence~~Registrant ofrepaid ~~DLBMS,~~all ~~Inc.~~outstanding ~~will~~loans ~~cease,~~ and ~~the~~interest ~~Registrant~~accrued under ~~will be~~ the ~~surviving~~credit ~~corporation and~~agreement ~~each~~through ~~share~~the date of ~~the~~termination, ~~Registrant’s~~and ~~common~~all ~~stock~~liens ~~will~~on beassets ~~cancelled~~of the borrowers and ~~converted into~~ the ~~right~~guarantor towere ~~receive~~terminated ~~$19.25 in~~and ~~cash~~will ~~(the~~be ~~“Merger”)~~released.

~~Adoption~~Item 2.01. ~~and~~Completion ~~approval~~ of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition ~~required the affirmative vote~~ of ~~the holders of two-thirds of the Registrant’s shares of common stock entitled to vote thereon~~Assets.

AAs ~~quorum~~previously ~~was~~disclosed, ~~present~~the atRegistrant ~~the~~entered ~~Special~~into ~~Meeting~~an Agreement and ~~the~~Plan of Merger, dated as of April 3, 2011 by and among Ducommun Incorporated, DLBMS, Inc. and the Registrant (the “Merger Agreement”). ~~was~~At ~~adopted~~a special meeting on June 23, 2011, the Registrant’s stockholders approved by the ~~affirmative~~required vote a proposal to adopt the Merger Agreement. On June 28, 2011, the merger was completed and DLBMS, Inc. was merged with and into the Registrant in accordance with Delaware law, whereupon the separate existence of DLBMS, Inc. ceased, and the Registrant became the surviving corporation (the “Merger”). Pursuant to the Merger, each share of the Registrant’s ~~stockholders~~common stock was converted into the right to receive $19.25 Ain ~~tally~~cash, without interest. As a result of the ~~vote~~Merger, atthe Registrant is now a wholly-owned subsidiary of Ducommun Incorporated. A copy of the ~~Special~~press ~~Meeting~~release announcing completion of the Merger is attached as ~~follows:~~Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~FOR:~~The 13foregoing description of the Merger Agreement and related matters does not purport to be complete and is subject,~~075~~ and qualified in its entirety by reference,~~149~~ ~~shares~~to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 6, 2011.

~~AGAINST:~~Item 3.01. ~~89,728~~Notice ~~shares~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~ABSTAIN:~~In 9connection with the closing of the Merger,~~753~~ ~~shares~~the Registrant notified NYSE Amex LLC (“AMEX”) of the consummation of the Merger and requested that trading in the common stock of the Registrant, par value $.01 per share (the “Common Stock”), be suspended prior to the commencement of trading on June 29, 2011, and that the Common Stock be withdrawn from listing on AMEX as of the opening of business on June 29, 2011. The Registrant has also requested that AMEX file with the SEC on June 29, 2011 a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to delist and deregister the Common Stock.

~~The Registrant expects to close and complete the transactions contemplated by the Merger Agreement on or about June~~Item ~~28, 2011~~3.03. AMaterial ~~press~~Modification ~~release~~to ~~issued~~Rights ~~by the Registrant on June 23, 2011 announcing the results~~ of ~~the~~Security ~~Special Meeting is attached hereto as Exhibit 99~~Holders.~~1 and incorporated herein by reference.~~

~~Note~~ On ~~Regarding~~June 28, ~~Forward~~2011, pursuant to the terms of the Merger Agreement, at the effective time of the Merger each share of Common Stock issued and outstanding immediately prior to the Merger other than: (i) shares owned by Ducommun Incorporated or the Registrant or their respective wholly-~~Looking~~owned subsidiaries, ~~Statements~~or (ii) shares owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, was converted into the right to receive $19.25 in cash, without interest. At the effective time, each Registrant stock option outstanding immediately prior to the Merger was canceled in exchange for the right to receive an amount of cash equal to the product of: (a) the number of shares of Common Stock subject to the option; and (b) the excess of $19.25 over the exercise price per share, less any applicable taxes. Each share of the Registrant’s restricted stock vested at the effective time and became free of other lapsing restrictions, and the holders of such restricted stock became eligible to receive $19.25 per share in cash, without interest.

~~This Current Report on Form 8-K may contain forward-looking statements that are based on management’s expectations and beliefs concerning future events impacting the Registrant~~Item 5. ~~Certain matters contained herein are based upon information available to management as of the date hereof~~01. ~~These~~ ~~forward-looking~~Changes ~~statements~~in ~~are~~Control only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated, including the risk that the contemplated Merger does not occur, that Ducommun fails to obtain the necessary debt financing arrangements and that the expenses of the proposed Merger are greater than expected. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement. Factors that may cause such a difference include, but are not limited to, risks and uncertainties described in the Registrant~~’s most recent Annual Report on Form 10-K filed with the SEC, as may be updated from time to time in the Registrant’s subsequent filings with the SEC~~. ~~The Registrant takes no obligation to revise or update publicly any forward-looking~~ ~~statements, except as required by law.~~

On June 28, 2011, in accordance with the Merger Agreement and the Delaware General Corporation Law, DLBMS, Inc. merged with and into the Registrant, with the Registrant continuing as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of Ducommun Incorporated. The information disclosed in Item 2.01 is incorporated herein by reference.

The aggregate consideration paid in connection with the Merger was approximately $337.8 million, comprised of $310.3 million in equity and $27.5 million of outstanding debt of the Registrant, excluding fees and expenses. The purchase price was funded by: (i) $200 million of senior unsecured notes issued by Ducommun Incorporated, and (ii) borrowings under a $190 million senior secured term loan facility extended to Ducommun Incorporated.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, on June 28, 2011, all of: (i) the directors of the Registrant prior to the Merger ceased to be directors of the Registrant and the directors of DLBMS, Inc., consisting of Anthony Reardon, Joseph Bellino and James Heiser, became directors of the Registrant and (ii) the officers of the Registrant prior to the Merger ceased to be officers of the Registrant, and the officers of DLBMS, Inc., consisting of the individuals listed below, became officers of the Registrant.


Anthony Reardon		President

Joseph Bellino		Vice President, Chief Financial Officer and Treasurer

Rose Rogers		Vice President

James Heiser		Secretary

Item 5.03. Amendments to Articles of Incorporation or Bylaw; Change in Fiscal Year.

At the effective time of the Merger, on June 28, 2011, the certificate of incorporation of the Registrant was amended in its entirety in accordance with the terms of the Merger Agreement, and the bylaws of DLBMS, Inc. became the bylaws of the Registrant. A copy of the amended and restated certificate of incorporation and bylaws of the Registrant are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibit
99.1		Press release of LaBarge, Inc., dated June 23, 2011.
3.1		Amended and Restated Certificate of Incorporation of the Registrant.
3.2		Amended and Restated Bylaws of the Registrant.
99.1		Press release of LaBarge, Inc., dated June 28, 2011.

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.

Dated: June 2328, 2011


LABARGE, INC.
By:	/s/ Donald H. Nonnenkamp
	Name:	Donald H. Nonnenkamp
	Title:	Vice President, CFO & Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press release of LaBarge, Inc., dated June 23, 2011.
3.1		Amended and Restated Certificate of Incorporation of the Registrant.
3.2		Amended and Restated Bylaws of the Registrant.
99.1		Press release of LaBarge, Inc., dated June 28, 2011.

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