Attached files
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EX-5.1 - WABASH NATIONAL Corp | v196682_ex5-1.htm |
EX-1.2 - WABASH NATIONAL Corp | v196682_ex1-2.htm |
EX-1.1 - WABASH NATIONAL Corp | v196682_ex1-1.htm |
EX-99.1 - WABASH NATIONAL Corp | v196682_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Current
Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 13, 2010
WABASH
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-10883
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52-1375208
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1000
Sagamore Parkway South
Lafayette,
Indiana
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47905
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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: (765) 771-5310
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:
oWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item 1.01 Entry into
a Material Definitive Agreement.
On
September 13, 2010, Wabash National Corporation (the “Company”) and Trailer
Investments, LLC (a wholly-owned entity of Lincolnshire Equity Fund III, L.P., a
private equity investment fund managed by Lincolnshire Management, Inc.) (“Trailer Investments”), entered into an
amendment (the “Amendment”) to the warrant
originally issued to Trailer Investment on August 3, 2009, as amended and
re-issued on May 28, 2010 (the “Warrant”). The
Amendment was made in connection with the sale by Trailer Investments of
9,349,032 shares of the Company’s common stock, par value $0.01 per share
(“Common Stock”),
issuable upon exercise of the Warrant, which shares were sold in an underwritten
public offering at a price per share to the public of $6.75 (the “Offering”). The
Amendment modified the cashless exercise provision of the Warrant in order to
facilitate determination of the number of shares required to be withheld to pay
the exercise price of the Warrant when exercised in connection with the
Offering.
The
foregoing description is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit
10.1 to this Current Report and is incorporated herein by
reference.
Section
3 – Securities and Trading Markets
Item
3.03 Material Modification to Rights of Security Holders.
The
disclosure in Item 1.01 of this Form 8-K is incorporated herein by
reference.
As
previously disclosed in the Company’s Form 8-K filed on August 4, 2009 (the
“Original 8-K”), and the
Company’s Form 8-K filed on June 3, 2010 (the “Second 8-K”), Trailer
Investments had significant rights pursuant to the Investor Rights Agreement
dated August 3, 2009 between the Company and Trailer Investments (the “Investor Rights Agreement”).
As previously disclosed in the Second 8-K, Trailer Investments no longer has the
rights described in the Original 8-K as lasting only until the “Preferred
Expiration Date,” as that term is described in the Original 8-K. As a
result of the consummation of the Offering, Trailer Investments no longer has
any of the rights described in the Original 8-K as being pursuant to the
Investor Rights Agreement, including the right, for so long as Trailer
Investments and its affiliates, including investors in the funds controlled by
Lincolnshire Management, Inc., beneficially own at least 10% of the Company’s
outstanding Common Stock, the right of the Trailer Investors to designate five
persons for election to the Company’s board of directors.
Section
8 – Other Events
Item
8.01 Other Events.
Pursuant
to the underwriting agreement dated September 13, 2010 (the “Underwriting Agreement”),
between the Company, Trailer Investments and Morgan Stanley & Co.
Incorporated, as underwriter (the “Underwriter”), upon the
closing of the Offering Trailer Investments transferred the Warrant to the
Underwriter. On September 17, 2010, the Company issued 9,349,032
shares of the Common Stock to the Underwriter (the “Warrant Shares”) upon the net
exercise of the Warrant and the Offering was consummated. The net
exercise of the Warrant was made by the Underwriter via the forfeiture of 13,549
shares of Common Stock issuable under the Warrant. As a result of the
net exercise, the Warrant was fully exercised and is no longer
outstanding. The Underwriting Agreement is filed as Exhibit
1.1 to this Form 8-K and is incorporated by reference into the Company’s
Registration Statement on Form S-3 (File No. 333-168944). In
connection with the Offering, Hogan Lovells US LLP delivered a legal opinion to
the Board of Directors of the Company relating to the validity of the Warrant
Shares, which opinion is filed as Exhibit
5.1 to this Form 8-K and is incorporated by reference into the Company’s
Registration Statement on Form S-3 (File No. 333-168944).
A copy of
the Company’s press release dated September 14, 2010 announcing the Offering is
attached as Exhibit
99.1 and is incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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1.1
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Underwriting
Agreement dated September 13, 2010, among the Company, Trailer
Investments, as the selling stockholder, and Morgan Stanley & Co.
Incorporated, as the underwriter named
therein
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5.1
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Opinion
of Hogan Lovells US LLP
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10.1
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Amendment
to Warrant to Purchase Shares of Common Stock dated September 13, 2010
between the Company and Trailer
Investments
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23.1
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Consent
of Hogan Lovells US LLP (included in Exhibit
5.1)
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99.1
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Wabash
National Corporation press release dated September 14,
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.
Wabash
National Corporation
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Date:
September 17, 2010
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By:
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/s/
Mark J. Weber
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Mark
J. Weber
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Senior
Vice President and
Chief
Financial Officer
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Exhibit
Index
No. | Exhibit | |
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1.1
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Underwriting
Agreement dated September 13, 2010, among the Company, Trailer
Investments, as the selling stockholder, and Morgan Stanley & Co.
Incorporated, as the underwriter named
therein
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5.1
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Opinion
of Hogan Lovells US LLP
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10.1
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Amendment
to Warrant to Purchase Shares of Common Stock dated September 13, 2010
between the Company and Trailer
Investments
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23.1
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Consent
of Hogan Lovells US LLP (included in Exhibit
5.1)
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99.1
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Wabash
National Corporation press release dated September 14,
2010
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