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):
March 30, 2015
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 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification No.) |
1000 Sagamore Parkway South, Lafayette, Indiana |
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47905 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code:
(765) 771-5300
__________________
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:
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2015, Wabash National Corporation
(the “Company”) executed an amendment (the “Amendment”) to the Rights Agreement by and between the Company
and National City Bank and dated as of December 28, 2005 (as previously amended, the “Rights Agreement”). Pursuant
to the Amendment, the Final Expiration Date (as defined in the Rights Agreement) was advanced from December 28, 2015 to March 30,
2015. As a result of the Amendment, effective as of the close of business on March 30, 2015, the Rights (as defined in the Rights
Agreement) expire and are no longer outstanding and the Rights Agreement has terminated by its terms.
The foregoing is a summary of the terms
of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a
copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01
is incorporated herein by reference. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities
and Exchange Commission on Form 8-A on December 28, 2005 and are incorporated herein by reference. On July 17, 2009, the Company
entered into Amendment No. 1 to Rights Agreement for purposes of amending the Rights Agreement and rendering it inapplicable to
a particular investor. The Amendment No. 1 to Rights Agreement was filed with the Securities and Exchange Commission on a Current
Report on Form 8-K on July 20, 2009 and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security
Holders.
The information set forth under Item 1.01
is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights
Agreement, on December 28, 2005, the Company filed a Certificate of Designation, Preferences and Rights of Series D Junior Participating
Preferred Stock with the Secretary of State of the State of Delaware, setting forth the rights, powers and preferences of the Series
D Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).
Following the expiration of the Rights and
the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate of Elimination”)
with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated
shares of the Company’s preferred stock.
The foregoing is a summary of the terms
of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 30, 2015, the Company issued a
press release announcing the Amendment. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
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3.1 |
Certificate of Elimination of Series D Junior Participating Preferred Stock of Wabash National Corporation. |
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4.1 |
Rights Agreement, dated as of December 28, 2005, between the Company and National City Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on December 28, 2005) |
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4.2 |
Amendment No. 1 to Rights Agreement dated July 17, 2009 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 20, 2009) |
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4.3 |
Amendment No. 2 to Rights Agreement dated March 30, 2015. |
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99.1 |
Wabash National Corporation press release dated March 30, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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WABASH NATIONAL CORPORATION |
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Date: March 30, 2015 |
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By: |
/s/ Erin J. Roth |
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Erin J. Roth |
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Senior Vice President, General Counsel & Secretary |
EXHIBIT INDEX
Exhibit No. |
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Description |
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3.1 |
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Certificate of Elimination of Series D Junior Participating Preferred Stock of Wabash National Corporation. |
4.1 |
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Rights Agreement, dated as of December 28, 2005, between the Company and National City Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on December 28, 2005) |
4.2 |
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Amendment No. 1 to Rights Agreement dated July 17, 2009 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 20, 2009) |
4.3 |
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Amendment No. 2 to Rights Agreement dated March 30, 2015. |
99.1 |
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Wabash National Corporation press release dated March 30, 2015. |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES D JUNIOR PARTICIPATING PREFERRED
STOCK
OF
WABASH NATIONAL CORPORATION
Pursuant to the provisions of Section 151(g)
of the General Corporation Law of the State of Delaware (the “DGCL”), it is hereby certified that:
1. The name of the
corporation (hereinafter referred to as the “Corporation”) is Wabash National Corporation.
2. The designation
of the series of shares of stock of the Corporation to which this certificate relates is Series D Junior Participating Preferred
Stock.
3. The voting powers,
designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and
restrictions of said series of shares of stock were provided for in a resolution adopted by the Board of Directors of the Corporation
(the “Board”) pursuant to authority expressly vested in it by the provisions of the certificate of incorporation
of the Corporation. A certificate setting forth the said resolution has been heretofore filed with the Secretary of State of the
State of Delaware pursuant to the provisions of Section 151(g) of the DGCL.
4. The Board has adopted
the following resolution:
NOW, THEREFORE, BE IT RESOLVED,
that pursuant to the authority conferred upon the Board by the provisions of the Amended and Restated Certificate of Incorporation
and by Section 151(g) of the DGCL, effective upon the Final Expiration Date (as defined in the Amendment to the Rights Agreement)
the Board hereby eliminates the Series D Junior Participating Preferred Stock authorized by the Corporation, none of which is currently
outstanding and none of which will be issued in the future, and that all matters set forth in the Certificate of Designation with
respect to such Series D Junior Participating Preferred Stock be eliminated from the Amended and Restated Certificate of Incorporation;
and
FURTHER RESOLVED, that the
Proper Officers of the Corporation be and they hereby are authorized and directed to prepare, execute and file a Certificate of
Elimination of Series D Junior Participating Preferred Stock and to take such other actions as they in their sole discretion may
deem necessary or appropriate to carry out the purposes of the foregoing resolutions.
5. The effective time
of this certificate shall be 5:01 p.m. Eastern Time on March 30, 2015.
Signed on March 30, 2015
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/s/ Erin J. Roth |
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Erin J. Roth |
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Senior Vice President, General Counsel & Secretary |
Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No.
2 (this “Amendment”) to Rights Agreement dated as of December 28, 2005, as amended by amendment No. 1 to
Rights Agreement on July 17, 2009 (as amended, the “Agreement”), between Wabash National Corporation, a Delaware
corporation (the “Company”), and National City Bank, a Delaware corporation (the “Rights Agent”),
is effective as of March 30, 2015.
WHEREAS, the Company
desires to amend the Agreement to advance the Final Expiration Date of the Agreement to March 30, 2015; and
WHEREAS, the Company
has delivered to the Rights Agent an appropriate certificate pursuant to Section 27 of the Agreement; and
WHEREAS, in accordance
with Section 27 of the Agreement, this Amendment shall become effective immediately upon execution by the Company, whether or not
also executed by the Rights Agent.
NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment to the Agreement.
(a) Section 7(a)(i)
of the Agreement is hereby amended by replacing the reference to the date “December 28, 2015” with “March 30,
2015.”
Section 2. Amendment of Exhibits.
(a) The exhibits to
the Agreement shall be deemed to be amended by replacing any reference to the date “December 28, 2015” with “March
30, 2015.”
Section 3. Governing Law.
This Amendment shall
be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state.
Section 4. Severability.
If any term, provision,
covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
Section 5. Effect of Amendment.
This Amendment is effective
immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the event of a conflict or inconsistency
between this Amendment and the Agreement and the exhibits thereto, the provisions of this Amendment will govern. Any reference
to the Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by
this Amendment.
Section 6. Counterparts.
This Amendment may
be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
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WABASH NATIONAL CORPORATION |
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By: |
/s/ Erin J. Roth |
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Erin J. Roth |
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Senior Vice President, General Counsel & Secretary |
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NATIONAL CITY BANK |
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By: |
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as successor to National City Bank |
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By: |
Name: |
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Title: |
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Exhibit 99.1
Media Contact:
Dana Stelsel
Corporate Communications Manager
(765) 771-5766
dana.stelsel@wabashnational.com
Investor Relations:
Mike Pettit
Vice President – Finance and Investor Relations
(765) 771-5581
michael.pettit@wabashnational.com |
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Wabash National Corporation Announces
Termination of Stockholder Rights Plan
LAFAYETTE, Ind., -- March 30, 2015
-- Wabash National Corporation (“Wabash” or “the Company”) (NYSE: WNC) today announced that its stockholder
rights plan has been amended to accelerate the expiration date to March 30, 2015, effectively terminating the plan as of that date.
Stockholders are not required to take any action as a result of this expiration.
In connection with the expiration of the rights plan, Wabash
will be taking routine actions to voluntarily deregister the related preferred share purchase rights under the Securities Exchange
Act of 1934, and to delist the preferred share purchase rights from the NYSE. These actions are administrative in nature and will
have no effect on Wabash’s common stock, which continues to be listed on the NYSE.
About Wabash National Corporation
Headquartered in Lafayette, Indiana,
Wabash National Corporation (NYSE: WNC) is a diversified industrial manufacturer and North America’s leading producer of
semi-trailers and liquid transportation systems. Established in 1985, the Company specializes in the design and production of dry
freight vans, refrigerated vans, platform trailers, liquid tank trailers, intermodal equipment, engineered products, and composite
products. Its innovative products are sold under the following brand names: Wabash National®, Transcraft®,
Benson®, DuraPlate®, ArcticLite®, Walker Transport, Walker Defense Group, Walker Barrier
Systems, Walker Engineered Products, Brenner® Tank, Beall®, Garsite, Progress Tank, TST®,
Bulk Tank International and Extract Technology®. To learn more, visit www.wabashnational.com.
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