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): April 8, 2011
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34365
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41-1990662 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 7800 Walton Parkway, New Albany, Ohio
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43054 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 614-289-5360
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
On April 8, 2011, Commercial Vehicle Group, Inc. issued a press release announcing that it
intends to offer, subject to market and other customary conditions, $225,000,000 in aggregate
principal amount of senior secured notes due 2019 (the “Notes”) in a private offering that is
exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A
copy of the press release announcing the private offering of the Notes is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
The Notes will not be registered under the Securities Act or any state securities laws and may
not be offered or sold in the United States without registration or an applicable exemption from
registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
On April 8, 2011, Commercial Vehicle Group, Inc. also issued a press release announcing a
series of financing transactions designed to refinance substantially all of its existing
indebtedness. These transactions include the private offering of the Notes, an expected amendment
and restatement of its existing revolving credit facility and the commencement of cash tender
offers and consent solicitations with respect to any and all of its outstanding notes. A copy of
the press release announcing the financing transactions is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
| 99.1 |
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Press release announcing the private offering of the Notes, dated April 8, 2011. |
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| 99.2 |
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Press release announcing the financing transactions, dated April 8, 2011. |