Attached files
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EX-10.1 - STONERIDGE INC | v198710_ex10-1.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
7, 2010
Stoneridge,
Inc.
|
|
(Exact
name of registrant as specified in its
charter)
|
Ohio
|
001-13337
|
34-1598949
|
(State
of other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
9400
East Market Street
|
|
Warren, Ohio
|
44484
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (330) 856-2443
|
(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):
¨ 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))
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On
October 7, 2010, Stoneridge, Inc. (the “Company”) entered into a letter
agreement (the “Letter Agreement”) with certain members of, or trustees of
trusts for the benefit of members of, the D.M. Draime family, as identified
below (collectively, the “Draime Family Parties”), including Jeffrey P. Draime,
a member of the Company’s Board of Directors, in his capacity as trustee over
various trusts.
The
Company and the Draime Family Parties entered into the Letter Agreement in
connection with the Company’s filing of a registration statement on Form S-3
with the U.S. Securities and Exchange Commission (the “SEC”), which was filed in
contemplation of a secondary offering of Company Common Shares (the “Offering”)
by the Draime Family Parties.
Pursuant
to the Letter Agreement, the Draime Family Parties have agreed, jointly and
severally, to pay for (or reimburse the Company for the payment of) all fees and
expenses incurred by the Company in connection with the Offering, including, but
not limited to:
|
·
|
underwriting
discounts and commissions;
|
|
·
|
all
fees and expenses incident to the Company’s performance under or
compliance with any applicable underwriting or purchase
agreement;
|
|
·
|
all
registration and filing fees (including all SEC registration fees and
FINRA filing fees);
|
|
·
|
fees
and expenses of complying with securities and blue sky
laws;
|
|
·
|
printing
expenses;
|
|
·
|
costs
of distributing any prospectuses in preliminary and final form as well as
supplements thereto; and
|
|
·
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fees
and expenses of the Company’s counsel, accountants and other persons
reasonably retained by the Company.
|
The
Draime Family Parties, which are signatories to the Letter Agreement, are as
follows:
Cecile
M. Draime, Trustee under the
|
Jeffrey
P. Draime, Trustee under the
|
David
M. Draime Irrevocable Trust Under
|
Jeffrey
P. Draime Living Trust dated
|
Agreement
dated June 4, 2003
|
December
28, 1990, as amended
|
Jeffrey
P. Draime, Successor Trustee under the
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
D.
Max Draime Dynasty Trust Under Agreement
|
Draime
Dynasty Trust Under Agreement
|
dated
April 10, 1995 for the benefit of
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dated
December 23, 1996 for the benefit of
|
Scott
N. Draime
|
Elizabeth
Draime
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
Draime
Dynasty Trust Under Agreement
|
Draime
Dynasty Trust Under Agreement
|
dated
December 23, 1996 for the benefit of
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dated
December 23, 1996 for the benefit of
|
Stephanie
Draime
|
Jennifer
Draime
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
Jeffrey
P. Draime, Successor Trustee under
|
Draime
Dynasty Trust Under Agreement
|
the
Rebecca M. Gang Dynasty Trust Under
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dated
December 23, 1996 for the benefit of
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Agreement
dated March 28, 1997 for the
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Alexandra
Draime
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benefit
of Hannah Marie Gang
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Jeffrey
P. Draime, Successor Trustee under
|
Rebecca
M. Gang
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the
Rebecca M. Gang Dynasty Trust Under
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|
Agreement
dated March 28, 1997 for the
|
|
benefit
of Sarah Irene Gang
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|
Scott
N. Draime, Successor Trustee under
|
Scott
N. Draime, Successor Trustee under
|
the
D. Max Draime Dynasty Trust Under
|
the
D. Max Draime Dynasty Trust Under
|
Agreement
dated April 10, 1995 for the
|
Agreement
dated April 10, 1995 for the
|
benefit
of Jeffrey P. Draime
|
benefit
of Rebecca M. Gang
|
Scott
N. Draime, Trustee under the
|
Scott
N. Draime, Trustee under the
|
Jeffrey
P. Draime Dynasty Trust Under
|
Jeffrey
P. Draime Dynasty Trust Under
|
Agreement
dated December 23, 1996
|
Agreement
dated December 23, 1996
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for
the benefit of David Alexander Draime
|
for
the benefit of Lilia Christine Draime
|
Scott
N. Draime, Trustee under the
|
Scott
N. Draime, Trustee under the
|
Jeffrey
P. Draime Dynasty Trust Under
|
Jeffrey
P. Draime Dynasty Trust Under
|
Agreement
dated December 23, 1996
|
Agreement
dated December 23, 1996
|
for
the benefit of Mary Cecile Draime
|
for
the benefit of Joseph Richard
Draime
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits
Exhibit No.
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Description
|
|
10.1
|
Letter
Agreement, dated October 7,
2010
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- 2
-
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
11, 2010
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/s/ George E. Strickler
|
George
E. Strickler, Executive Vice President, Chief
Financial
Officer and Treasurer (Principal Financial
and
Accounting Officer)
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- 3
-
Exhibit
Index
10.1
|
Letter
Agreement, dated October 7,
2010
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- 4
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