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EX-99.1 - STONERIDGE INC | v162928_ex99-1.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): October 9, 2009
Stoneridge,
Inc.
(Exact
name of registrant as specified in its
charter)
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Ohio
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001-13337
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34-1598949
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(State of other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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9400
East Market Street
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Warren, Ohio
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44484
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (330) 856-2443
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(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 (see General Instruction A.2. below):
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
1.01 Entry into a Material
Definitive Agreement
On
October 9, 2009, Stoneridge, Inc. (the “Company”) entered into an Asset Purchase
and Contribution Agreement (the “Purchase Agreement”) with Bolton Conductive
Systems LLC (“Old BCS”), Martin Kochis, Joseph Malecke, Bolton Investments LLC,
William Bolton and New Bolton Conductive Systems (“New BCS”). After
the transaction closed, New BCS changed its name to Bolton Conductive Systems,
LLC and will continue the business of Old BCS. Bolton Conductive
Systems, LLC designs and manufactures a wide variety of electrical solutions for
the military, automotive, and marine and specialty vehicle markets and is based
in Walled Lake, Michigan. Pursuant to the Purchase Agreement, the
Company acquired a 51% membership interest in New BCS in exchange for
contributing $5,865,000, subject to certain post closing
adjustments. The Company may be required to make additional capital
contributions to New BCS for its 51% membership interest based on New BCS
achieving financial performance targets as defined by the Purchase
Agreement. The additional capital contributions of a maximum of $3.2
million each in 2011, 2012 and 2013 are contingent upon New BCS achieving
profitability targets based on earnings before interest, income taxes,
depreciation and amortization in the years 2010, 2011 and 2012, respectively. In
addition, the Company may be required to make additional capital contributions
to New BCS of $450,000 in 2011 and $500,000 in 2012 based on New BCS achieving
annual revenue targets in 2010 and 2011, respectively. Pursuant to the Purchase
Agreement, Old BCS will contribute and sell substantially all of its assets
(except for certain retained assets as set forth in the Purchase Agreement) to
New BCS in exchange for a 49% membership interest in New BCS and the assumption
by New BCS of certain of Old BCS’s liabilities. The Purchase
Agreement provides the Company with the option to purchase the remaining 49%
interest in New BCS in 2013 at a price determined in accordance with the
Purchase Agreement. If the Company does not exercise this option then
Old BCS has the option in 2014 to purchase the Company’s 51% interest in New BCS
at a price determined in accordance with the Purchase Agreement or to put New
BCS up for sale. This transaction closed on October 13,
2009.
ITEM 9.01 Financial Statements and
Exhibits
On
October 13, 2009, the Company issued a press release announcing the entry into
the Purchase Agreement described in Item 1.01, above. A copy of
the press release is attached as Exhibit 99.1.
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.
Stoneridge,
Inc.
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Date:
October 15, 2009
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/s/ GEORGE E. STRICKLER
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George
E. Strickler, Executive Vice President, Chief Financial Officer (Principal
Financial and Accounting
Officer)
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