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EX-99.1 - EXHIBIT 99.1 - Metaldyne Performance Group Inc.v432670_ex99-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

  

February 24, 2016 

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

  

METALDYNE PERFORMANCE GROUP INC.

 

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE 

 

 (STATE OR OTHER JURISDICTION OF INCORPORATION)

 

001-36774 47-1420222
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.
   

One Towne Square, Suite 550

Southfield, MI

48076
   
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

 

(734)-727-1800

 

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

 

 

(FORMER NAME OR 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:

 

¨Written communication 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))

 

 
 

 

Item 2.02. Results of Operations and Financial Condition

 

On February 25, 2016 Metaldyne Performance Group Inc. (the "Company") announced its financial results for the fourth quarter and full year 2015. Exhibit 99.1 to this Current Report on Form 8-K presents the Company’s press release, including the Company’s unaudited condensed consolidated statements of operations for the years and 4th quarters ended December 31, 2015 and 2014, and the Company’s unaudited condensed consolidated balance sheets and statements of cash flows as of and for the years ended December 31, 2015 and 2014.

 

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

 

Item 7.01. Regulation FD Disclosure

 

On February 25, 2016 the Company also reiterated its guidance for the year ending December 31, 2016. The Company’s press release containing the guidance is attached as Exhibit 99.1 hereto.

 

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

 

Item 8.01. Other Events.

 

On February 24, 2016 the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share of common stock, payable on April 26, 2016 to stockholders of record as of the close of business on April 12, 2016.

 

In addition, on February 24, 2016 the Company’s Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $25 million. Subject to applicable rules and regulations, the shares may be purchased through open market purchases, privately negotiated transactions, or otherwise. The Share Repurchase Program expires in 12 months but may be terminated or amended by the Company’s Board of Directors in its discretion at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release dated February 25, 2016.

 

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.

 

    METALDYNE PERFORMANCE GROUP INC.    
    (Registrant)    
         
  BY:   /s/ Mark Blaufuss   Date: February 24, 2016
    Mark Blaufuss, Chief Financial Officer    

  

 

 

 

EXHIBIT INDEX

Exhibit No.   Description
     
99.1   Press Release dated February 25, 2016.