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EX-99.2 - PRESS RELEASE DATED FEBRUARY 18, 2015 ANNOUNCING SHARE REPRUCHASE PROGRAM - REMY INTERNATIONAL, INC.ex-992pressreleasedatedfeb.htm
EX-99.1 - PRESS RELEASE DATED FEBRUARY 18, 2015 ANNOUNCING Q4 AND FULL YEAR RESULTS - REMY INTERNATIONAL, INC.a991-q420148xkpressrelease.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):
February 18, 2015

Remy International, Inc.
(Exact name of Registrant as Specified in its Charter)

Delaware
001-13683
47-1744351
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

600 Corporation Drive
Pendleton, IN 46064
(Address of principal executive offices, including zip code)

(765) 778-6499
(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:
 
 
 
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 2.02. Results of Operations and Financial Condition

On February 18, 2015, Remy International, Inc. (the "Company") issued an earnings release announcing its financial results for its fourth quarter and year ended December 31, 2014.
    
In the earnings release, the Company uses adjusted EBITDA, cash earnings, cash earnings per share, and adjusted operating income, which are non-U.S. GAAP financial measures and adjust for factors that are unusual, non-recurring or unpredictable. The Company’s management believes the presentation of the non-U.S. GAAP financial measures provide useful information to investors regarding the Company's results of operations as it allows investors to better evaluate ongoing business performance. The Company’s management also uses the non-U.S. GAAP financial measures internally to monitor performance of the business. The Company cautions investors to consider these non-U.S. GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.

A copy of the earnings release is attached as Exhibit 99.1.

The information included in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information included in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 8.01. Other Events

Also on February 18, 2015, the Company announced that its Board of Directors has approved a share repurchase program, effective February 23, 2015, under which the Company may repurchase up to $100 million of its outstanding ordinary shares.  Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through February 28, 2018.

A copy of the press release announcing the share repurchase program is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit
 
Description
99.1
 
Press release, dated February 18, 2015, announcing Remy International, Inc.'s Fourth Quarter and Full Year 2014 Results
99.2
 
Press release, dated February 18, 2015, announcing Remy International, Inc.'s Three-Year $100 Million Share Repurchase Program











SIGNATURE
     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.
 
 
 
 
 
 
Remy International, Inc.
 
 
 
 
 
 
Date: February 18, 2015
By:
/s/ John J. Pittas
 
 
 
Name:
John J. Pittas
 
 
 
Title:
President and Chief Executive Officer
 
 
 
 
 
 
 







EXHIBIT INDEX
Exhibit
 
Description
99.1
 
Press release, dated February 18, 2015, announcing Remy International, Inc.'s Fourth Quarter and Full Year 2014 Results
99.2
 
Press release, dated February 18, 2015, announcing Remy International, Inc.'s Three-Year $100 Million Share Repurchase Program