UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934

 

For the month of February 2015

 

Commission File Number    001-11444

 

MAGNA INTERNATIONAL INC.

(Exact Name of Registrant as specified in its Charter)

 

337 Magna Drive, Aurora, Ontario, Canada L4G 7K1

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual  reports under cover Form 20-F or Form 40-F.
          Form 20-F o         Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K  submission or other  Commission filing on EDGAR.

 

Indicate by check mark whether the registrant, by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.   Yes o   No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-              

 

 

 


 

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, thereunto duly authorized.

 

 

Date:

February 27, 2014

 

MAGNA INTERNATIONAL INC.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Bassem A. Shakeel

 

 

Bassem A. Shakeel,

 

 

Vice-President and Corporate Secretary

 

2


 

EXHIBITS

 

Exhibit 99.1

 

Material change report which the Registrant filed with Canadian Securities Administrators in respect of the news disclosed in its press release filed under Form 6-K dated February 25, 2015.

 

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Exhibit 99.1

 

FORM 51-102F3
MATERIAL CHANGE REPORT

 

1.

Name and Address of Company

 

 

 

The reporting issuer is Magna International Inc. (the “Corporation” or “Magna”), a corporation existing under the laws of the Province of Ontario and having its registered office at 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1.

 

2.

Date of Material Change

 

 

 

February 24, 2015.

 

3.

News Release

 

 

 

On February 25, 2015 at approximately 5:00 a.m. (Toronto time), a press release describing the material change was issued by the Corporation and delivered to the Ontario Securities Commission and the other Canadian securities regulatory authorities, to the Toronto Stock Exchange (“TSX”), to the New York Stock Exchange (“NYSE”) and to Canada NewsWire for publication and dissemination through its Canadian Disclosure Network, Custom U.S. National Network, and European Financial Markets.

 

4.

Summary of Material Change

 

 

 

The Corporation’s Board of Directors approved a two-for-one stock split of its outstanding common shares. The two-for-one stock split will be implemented by way of a stock dividend. Subject to regulatory approval, shareholders will receive one additional common share of Magna for each common share held. The stock dividend will be payable on March 25, 2015, to shareholders of record at the close of business on March 11, 2015.

 

5.

Full Description of Material Change

 

 

 

The Corporation’s Board of Directors has approved a two-for-one stock split of its outstanding common shares. The two-for-one stock split will be implemented by way of a stock dividend. Subject to regulatory approval, shareholders will receive one additional common share of Magna for each common share held. The stock dividend will be payable on March 25, 2015, to shareholders of record at the close of business on March 11, 2015.

 

The Corporation’s Common Shares will commence trading on a “due bill” basis on both the TSX and the NYSE, at the opening of business on Monday, March 9, 2015 until Wednesday, March 25, 2015, inclusively. Accordingly, ex-dividend (post-split) trading in the Common Shares will commence on the TSX and the NYSE at the opening of business on Thursday, March 26, 2015.

 

 


 

 

The Corporation is ascribing no monetary value to the stock dividend. All equity-based compensation plans or arrangements and our normal course issuer bid will be adjusted to reflect the stock split. All previously issued share certificates continue to be valid and new share certificates will be mailed to registered shareholders in respect of the additional shares.

 

6.

Reliance on Section 7.1(2) of National Instrument 51-102

 

 

 

Not applicable.

 

7.

Omitted Information

 

 

 

Not applicable.

 

8.

Executive Officer

 

 

 

For further information, please contact Bassem A. Shakeel, Vice-President and Corporate Secretary of the Corporation at (905) 726-7070.

 

9.

Date of Report

 

 

 

DATED at Aurora, Ontario the 27th day of February, 2015.

 

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