WNC Wabash National Corporation

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		1-10883		52-1375208
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

1000 Sagamore Parkway South, Lafayette, Indiana		47905
(Address of principal executive offices)		(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.

 

(d)

Exhibits:

 

	3.1	Certificate of Elimination of Series D Junior Participating Preferred Stock of Wabash National Corporation.
	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)
	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)
	4.3	Amendment No. 2 to Rights Agreement dated March 30, 2015.
	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.

 

		WABASH NATIONAL CORPORATION
Date:  March 30, 2015		By:	/s/ Erin J. Roth
			Erin J. Roth
			Senior Vice President, General Counsel & Secretary

 

 

 

EXHIBIT INDEX

  

Exhibit No.		Description
3.1		Certificate of Elimination of Series D Junior Participating Preferred Stock of Wabash National Corporation.
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)
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)
4.3		Amendment No. 2 to Rights Agreement dated March 30, 2015.
99.1		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

 

	/s/ Erin J. Roth
	Erin J. Roth
	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.

 

	WABASH NATIONAL CORPORATION
	By:	/s/ Erin J. Roth
	Erin J. Roth
	Senior Vice President, General Counsel & Secretary
	NATIONAL CITY BANK
	By:	,
		as successor to National City Bank
		By:	Name:
			Title:

 

 

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

 

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.

 

# # #