Attached files
| file | filename |
|---|---|
| EX-99.1 - STONERIDGE INC | v197018_ex99-1.htm |
| EX-99.2 - STONERIDGE INC | v197018_ex99-2.htm |
| EX-99.3 - STONERIDGE INC | v197018_ex99-3.htm |
| EX-99.4 - STONERIDGE INC | v197018_ex99-4.htm |
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UNITED
STATES
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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): September
20, 2010
Stoneridge,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Ohio
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001-13337
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34-1598949
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(State
of other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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9400
East Market Street
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Warren, Ohio
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44484
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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: (330) 856-2443
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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 (see General Instruction A.2. below):
¨ 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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
September 20, 2010, Stoneridge, Inc. (the “Company”) entered into an Amended and
Restated Credit and Security Agreement (the “Amended Agreement”) by and among
the Company as Borrower, the Lending Institutions Named Therein, as Lenders,
National City Business Credit, Inc., Comerica Bank, JPMorgan Chase Bank, N.A.,
PNC Bank, National Association and Fifth Third Bank, as lenders, which will
become effective upon the closing of the Company’s private offering of its
senior secured notes due 2017 announced on the same date. The Amended
Agreement amends the facility to (i) provide certain consents necessary for the
issuance of the senior secured notes, (ii) extend the expiration date of the
asset-based credit facility to November 1, 2012, and (iii) grant the facility
agent, for the benefit of the lenders, second priority liens and security
interests in the collateral subject to first priority liens and security
interests in favor of the collateral agent for the holders of the senior secured
notes. A press release announcing the Amended Agreement is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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In
connection with presentations being made relating to the Company’s announced
intention to offer up to $175 million aggregate principal amount of its senior
secured notes due 2017 in an offering pursuant to Rule 144A and Regulation S
under the Securities Act of 1933 (the “Securities Act”) (see “Other Events”
below), the Company has furnished certain information attached hereto as
Exhibit 99.2 to potential investors. The information set forth
under this Item 7.01 Regulation FD Disclosure and Exhibit 99.2 is
intended to be furnished pursuant to Item 7.01. Such information, including
Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such filing. The furnishing of this information pursuant to Item 7.01
shall not be deemed an admission by the Company as to the materiality of such
information.
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Item
8.01
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Other
Events.
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On
September 20, 2010, the Company issued a press release announcing its intention
to offer up to $175 million aggregate principal amount of its senior secured
notes due 2017 in an offering pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. Pursuant to Rule 135c under the Securities Act,
the press release announcing this matter is attached as Exhibit 99.3 hereto and
is incorporated herein by reference.
On
September 20, 2010, the Company also issued a press release announcing its
commencement of a cash tender offer to purchase any and all of its 11 ½% Senior
Notes Due 2012, along with a related consent solicitation to amend the indenture
governing these notes. The press release announcing this matter is
attached as Exhibit 99.4 hereto and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
release dated September 20, 2010, announcing the Amended
Agreement
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99.2
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Regulation
FD Disclosure
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99.3
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Press
release dated September 20, 2010, announcing the private
offering
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99.4
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Press
release dated September 20, 2010, announcing commencement of the tender
offer and consent
solicitation
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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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Stoneridge,
Inc.
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|
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Date: September
20, 2010
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/s/ George E. Strickler
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George
E. Strickler, Executive Vice President, Chief
Financial
Officer and Treasurer (Principal Financial
and
Accounting Officer)
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Exhibit
Index
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99.1
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Press
release dated September 20, 2010, announcing the Amended
Agreement
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|
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99.2
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Regulation
FD Disclosure
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99.3
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Press
release dated September 20, 2010, announcing the private
offering
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99.4
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Press
release dated September 20, 2010, announcing commencement of the tender
offer and consent
solicitation
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