Current Report Filing (8-k)
December 18 2014 - 4:49PM
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
Date of Report (Date of earliest event reported):
December 18, 2014
Wabash National Corporation
(Exact name of registrant
as specified in its charter)
Delaware |
1-10883 |
52-1375208 |
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(State or other jurisdiction |
(Commission File No.)
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(IRS Employer Identification No.) |
of incorporation) |
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1000 Sagamore Parkway South, Lafayette, Indiana |
47905 |
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(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
Section 8 – Other Events
Item 8.01 Other Events.
On December 18, 2014, the board of directors
of Wabash National Corporation (“the Company”) authorized a share repurchase program pursuant to which the Company
may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $60 million over a
two year period ending on December 31, 2016. Stock repurchases may be made in the open market or in private transactions at times
and in amounts determined by the Company. A copy of a press release announcing the action taken by the board of directors is attached
hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Wabash National Corporation press release dated December
18, 2014. |
SIGNATURES
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.
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WABASH NATIONAL CORPORATION |
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Date: December 18, 2014 |
By: |
/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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EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Wabash National Corporation Press Release dated December 18, 2014 |
Exhibit 99.1
Press Contact: Dana Stelsel
Corporate Communications Manager
(765) 771-5766 |
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Wabash National Investor Relations:
(765) 771-5310 |
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FOR IMMEDIATE RELEASE
WABASH NATIONAL CORPORATION ANNOUNCES
STOCK REPURCHASE PROGRAM
LAFAYETTE, Ind., -- December 18, 2014
-- Wabash National Corporation (“Wabash” or “the Company”) (NYSE: WNC) today announced that its board of
directors has authorized the Company to repurchase up to $60 million of its common stock over a two year period ending on December
31, 2016. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts
determined by the Company. The Company, at its sole discretion, may limit or terminate the stock repurchase program at any time
based on market conditions, liquidity needs, or other factors. The program is intended to enhance shareholder value by reducing
the overall number of outstanding shares, including by offsetting dilution resulting from stock-based compensation programs.
Dick Giromini, President and Chief Executive
Officer, said, "We are pleased that the continually strengthening financial performance of the Company has put us in a position
to implement this program, and we are taking this action as part of our ongoing commitment to reward shareholders based on the
confidence we have in Wabash’s earnings, cash flow, and growth potential. Going forward, we expect to continue to execute
our capital allocation strategy of maintaining strong liquidity, deleveraging our balance sheet, returning capital to shareholders,
and investing in the business, both organically and acquisitively, in ways that will continue to meaningfully strengthen shareholder
value."
About Wabash National Corporation
Headquartered in Lafayette, Indiana, Wabash
National Corporation (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(R), Transcraft(R), Benson(R), DuraPlate(R), Walker Transport,
Walker Defense Group, Walker Barrier Systems, Walker Engineered Products, Brenner(R) Tank, Beall(R), Garsite, Progress Tank, TST(R),
Bulk Tank International and Extract Technology(R). To learn more, visit www.wabashnational.com.
Safe Harbor Statement
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s
current expectations or forecasts of future events. All statements contained in this press release other than statements of historical
fact are forward-looking statements, including statements regarding the implementation of the repurchase program and the Company’s
capital allocation strategy. These forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from those implied by the forward-looking statements. Without limit, these risks and uncertainties
include changes in economic conditions, changes in the Company’s business and results of operations, access to capital, availability
of alternative uses of capital, and other risks, including those set forth in the various disclosures made by the Company’s
filings with the SEC.
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