Current Report Filing (8-k)
September 27 2017 - 9:18AM
Edgar (US Regulatory)
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
September 27, 2017
(Date of earliest event reported)
Wabash National Corporation
(Exact Name of Registrant as Specified
in its Charter)
DELAWARE
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001-10883
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52-1375208
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1000 Sagamore Parkway South,
Lafayette, Indiana
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47905
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765-771-5310
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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)
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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:
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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))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 2.01
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Completion of Acquisition or Disposition of Assets
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On September 27, 2017, Wabash National
Corporation (“Wabash National”) announced its successful completion of the acquisition of Supreme Industries, Inc.
(“Supreme”) following a completion of the offering period for the cash tender offer by Wabash National’s direct
wholly-owned subsidiary, Redhawk Acquisition Corporation (“Purchaser”), for all outstanding shares of (i) Class
A common stock, par value $0.10 per share (the “Class A Shares”), and (ii) Class B common stock, par value $0.10
per share (the “Class B Shares” and, collectively with the Class A Shares, the “Shares”), of Supreme. The
depositary for the tender offer has advised Wabash National that at the completion of the offering period at 12:01 a.m., New York
City time, on September 27, 2017, stockholders of Supreme had validly tendered 14,074,879 Class A Shares and 1,656,466 Class B Shares
(including Shares tendered through notices of guaranteed delivery), representing an aggregate of approximately 91.67% of Supreme’s
outstanding Shares as of such time (or approximately 90.88% of outstanding Shares excluding notices of guaranteed delivery).
The Shares tendered in the offer were sufficient under the Delaware General Corporation Law for Purchaser to merge with and into
Supreme after the completion of the tender offer and for Supreme to become a wholly owned subsidiary of Wabash National without
a vote of Supreme’s stockholders. Shares validly tendered and not properly withdrawn during the offering period have been
accepted for payment and will be paid promptly. As a result of the merger that followed the tender offer, each Share not tendered
and accepted for payment in the offer, other than those Shares with respect to which the holders properly exercise appraisal rights
and Shares held by Wabash National or a subsidiary of Wabash National, has been converted into the right to receive $21.00 net
to the seller in cash, without interest thereon and subject to applicable withholding taxes. Upon completion of the acquisition,
Supreme became a direct wholly owned subsidiary of Wabash National and Supreme’s Shares will cease to be traded on the NYSE
American stock exchange.
On September 27, 2017, Wabash National
issued a press release announcing the completion of the offering period described in Item 2.01 above. A copy of this press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired
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The financial statements for the business
acquired required by this Item, with respect to the acquisition described in Item 2.01 above, will be filed by amendment not later
than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
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Pro Forma Financial Information
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The pro forma financial information required
by this Item, with respect to the acquisition described in Item 2.01 above, will be filed by amendment not later than 71 calendar
days after the date on which this Current Report on Form 8-K is required to be filed.
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.
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WABASH NATIONAL CORPORATION
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Date: September 27, 2017
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By:
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/s/
Jeffery L. Taylor
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Jeffery L. Taylor
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Senior Vice President and Chief Financial Officer
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