Attached files
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| EX-99.1 - EXHIBIT 99.1 - SUPERIOR INDUSTRIES INTERNATIONAL INC | ex99-1.htm |
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 14, 2010
SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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California
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1-6615
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95-2594729
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7800
Woodley Avenue
Van
Nuys, California
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91406
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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: (818)
781-4973
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive
Agreement
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Item
2.05
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Costs
Associated with Exit or Disposal
Activities
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On June
14, 2010, Superior Industries International, Inc. (“Superior”) entered
into a definitive agreement to sell its 50% equity stake in Suoftec Light Metal
Products Production & Distribution Ltd. (“Suoftec”), the company’s joint
venture manufacturing facility in Hungary. Superior sold its equity
stake in Suoftec so that it could better focus its efforts on the world’s
emerging markets.
Under the
agreement, Superior will sell its entire ownership interest in Suoftec to its
partner in the joint venture, Otto Fuchs Kg, based in Meinerzhagen,
Germany. The total purchase price shall be 7 million euros,
consisting of a combination of cash and other consideration. The
transaction is expected to be completed on June 18, 2010.
In
addition to recording its 50% share of the operating results of Suoftec through
the date of sale, Superior will record in the second quarter of 2010 an
accounting charge equal to the difference between the sales proceeds of 7
million euros (approximately $8.5 million at a current euro exchange rate) and
the book value of Superior’s investment in Suoftec as of the date of sale.
As of the end of May 2010, the book value of Superior’s investment in Suoftec,
net of adjustments included in Other Comprehensive Income, was approximately $14
million. Because Superior may also incur additional charges in connection
with this transaction, Superior is currently unable to, in good faith, make an
estimate of the aggregate costs to be incurred or the aggregate future cash
expenditures to be made in connection with the sale of Suoftec.
A copy of
the press release announcing this transaction is attached as Exhibit 99.1 to
this report.
Forward-Looking Statements
This Form
8-K contains statements that are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
regarding the expected timing for completion of and accounting treatment for the
Suoftec sale. These statements are based on current expectations, estimates and
projections about the company's business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to
predict. No assurance can be given that the anticipated benefits from
the sale of Suoftec will be fully realized or realized within the expected
timeframe. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements due to numerous factors and risks discussed from time to time in the
company's Securities and Exchange Commission filings and reports. In addition,
such statements could be affected by general industry and market conditions and
growth rates, and general domestic and international economic
conditions. Such forward-looking statements speak only as of the date
on which they are made and the company does not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after
the date of this release.
Item
9.01 Financial Statements and Exhibits
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(d)
Exhibits
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99.1
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Press
Release, dated June 15, 2010
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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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SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
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(Registrant)
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Date:
June 15, 2010
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/s/
Robert A. Earnest
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Robert
A. Earnest
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Vice
President, General Counsel and Corporate Secretary
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