Attached files
file | filename |
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EX-1.1 - STONERIDGE INC | v201013_ex1-1.htm |
EX-5.1 - STONERIDGE INC | v201013_ex5-1.htm |
EX-99.1 - STONERIDGE INC | v201013_ex99-1.htm |
EX-99.2 - STONERIDGE INC | v201013_ex99-2.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): November 2, 2010
Stoneridge, Inc.
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(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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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.)
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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
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Entry
into a Material Definitive
Agreement.
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On November 2, 2010, Stoneridge, Inc.
(the “Company”) and certain members of, or trustees of trusts for the benefit of
members of, the D.M. Draime family, as identified below, including Jeffrey P.
Draime, a member of the Company’s Board of Directors, in his capacity as trustee
over various trusts (collectively, the “Selling Shareholders”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse
Securities (USA) LLC (the “Underwriter”), relating to the sale of 8,846,335
Company Common Shares, without par value, owned by the Selling Shareholders
to the Underwriter in a registered secondary public offering. In the
Underwriting Agreement, the Selling Shareholders also agreed to sell to the
Underwriter, at the option of the Underwriter, an aggregate of not more
than 1,326,950 Company Common Shares to cover over-allotments, if
any.
The
Selling Shareholders are:
Cecile M. Draime, Trustee under the
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Jeffrey P. Draime, Trustee under the
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David M. Draime Irrevocable Trust Under
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Jeffrey P. Draime Living Trust dated
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Agreement dated June 4, 2003
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December 28, 1990, as amended
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Jeffrey P. Draime, Successor Trustee under the
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Jeffrey P. Draime, Trustee under the Scott N.
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D. Max Draime Dynasty Trust Under Agreement
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Draime Dynasty Trust Under Agreement
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dated April 10, 1995 for the benefit of
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dated December 23, 1996 for the benefit of
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Scott N. Draime
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Elizabeth Draime
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Jeffrey P. Draime, Trustee under the Scott N.
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Jeffrey P. Draime, Trustee under the Scott N.
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Draime Dynasty Trust Under Agreement
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Draime Dynasty Trust Under Agreement
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dated December 23, 1996 for the benefit of
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dated December 23, 1996 for the benefit of
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Stephanie Draime
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Jennifer Draime
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Jeffrey P. Draime, Trustee under the Scott N.
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Jeffrey P. Draime, Successor Trustee under
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Draime Dynasty Trust Under Agreement
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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
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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
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benefit of Sarah Irene Gang
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Scott N. Draime, Successor Trustee under
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Scott N. Draime, Successor Trustee under
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the D. Max Draime Dynasty Trust Under
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the D. Max Draime Dynasty Trust Under
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Agreement dated April 10, 1995 for the
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Agreement dated April 10, 1995 for the
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benefit of Jeffrey P. Draime
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benefit of Rebecca M. Gang
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Scott N. Draime, Trustee under the
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Scott N. Draime, Trustee under the
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Jeffrey P. Draime Dynasty Trust Under
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Jeffrey P. Draime Dynasty Trust Under
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Agreement dated December 23, 1996
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Agreement dated December 23, 1996
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for the benefit of David Alexander Draime
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for the benefit of Lilia Christine Draime
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Scott N. Draime, Trustee under the
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Scott N. Draime, Trustee under the
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Jeffrey P. Draime Dynasty Trust Under
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Jeffrey P. Draime Dynasty Trust Under
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Agreement dated December 23, 1996
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Agreement dated December 23, 1996
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for the benefit of Mary Cecile Draime
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for the benefit of Joseph Richard Draime
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The
public offering of the Company Common Shares has been
conducted pursuant to the Company’s registration statement on Form S-3
(File No. 333-169800), which was declared effective by the Securities and
Exchange Commission on November 2, 2010.
The
Underwriting Agreement is filed as Exhibit 1.1 hereto and the
foregoing description of the material terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit.
Item
7.01
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Regulation
FD Disclosure.
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On
November 3, 2010, the Company issued a press release announcing the pricing
of the secondary public offering by the Selling Shareholders pursuant to
the Underwriting Agreement of Company Common Shares at $10.75 per share, less
underwriting commissions and discounts. The Company will not receive any
proceeds from the offering. The press release announcing this matter is
attached as Exhibit 99.1 hereto.
On
November 3, 2010, the Underwriter notified the Selling Shareholders and the
Company that the Underwriter had exercised its option under the
Underwriting Agreement to purchase an additional 1,326,950 Company Common
Shares from the Selling Shareholders to cover over-allotments. The press release
announcing this matter is attached as Exhibit 99.2.
Item
9.01
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Financial
Statements and Exhibits.
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1.1
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Underwriting
Agreement, dated November 2, 2010, by and among the Company, certain
members of, or trustees of trusts for the benefit of members of, the D.M.
Draime family, as identified in Schedule A thereto, and Credit Suisse
Securities (USA) LLC.
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5.1
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Opinion
of Baker & Hostetler LLP with respect to the legality of the
shares.
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23.1
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Consent
of Baker & Hostetler LLP (included in Exhibit
5.1).
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99.1
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Press
release dated November 3, 2010, announcing the pricing of secondary
offering.
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99.2 |
Press
release date November 4, 2010, announcing exercise of over-allotment
option in secondary offering.
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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: November 4, 2010
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/s/ George E. Strickler
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George E. Strickler, Executive Vice President, Chief
Financial Officer and Treasurer (Principal Financial
and Accounting Officer)
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2
Exhibit
Index
1.1
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Underwriting
Agreement, dated November 2, 2010, by and among the Company, certain
members of, or trustees of trusts for the benefit of members of, the D.M.
Draime family, as identified in Schedule A thereto, and Credit Suisse
Securities (USA) LLC.
|
5.1
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Opinion
of Baker & Hostetler LLP with respect to the legality of the
shares.
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23.1
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Consent
of Baker & Hostetler LLP (included in Exhibit
5.1).
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99.1
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Press
release dated November 3, 2010, announcing the pricing of secondary
offering.
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99.2 |
Press
release date November 4, 2010, announcing exercise of over-allotment
option in secondary offering.
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3