8-K

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 9, 2009

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 9, 2009, Stoneridge, Inc. (the “Company”) entered into an Asset Purchase and Contribution Agreement (the “Purchase Agreement”) with Bolton Conductive Systems LLC (“Old BCS”), Martin Kochis, Joseph Malecke, Bolton Investments LLC, William Bolton and New Bolton Conductive Systems (“New BCS”).  After the transaction closed, New BCS changed its name to Bolton Conductive Systems, LLC and will continue the business of Old BCS.  Bolton Conductive Systems, LLC designs and manufactures a wide variety of electrical solutions for the military, automotive, and marine and specialty vehicle markets and is based in Walled Lake, Michigan.  Pursuant to the Purchase Agreement, the Company acquired a 51% membership interest in New BCS in exchange for contributing $5,865,000, subject to certain post closing adjustments.  The Company may be required to make additional capital contributions to New BCS for its 51% membership interest based on New BCS achieving financial performance targets as defined by the Purchase Agreement.  The additional capital contributions of a maximum of $3.2 million each in 2011, 2012 and 2013 are contingent upon New BCS achieving profitability targets based on earnings before interest, income taxes, depreciation and amortization in the years 2010, 2011 and 2012, respectively. In addition, the Company may be required to make additional capital contributions to New BCS of $450,000 in 2011 and $500,000 in 2012 based on New BCS achieving annual revenue targets in 2010 and 2011, respectively. Pursuant to the Purchase Agreement, Old BCS will contribute and sell substantially all of its assets (except for certain retained assets as set forth in the Purchase Agreement) to New BCS in exchange for a 49% membership interest in New BCS and the assumption by New BCS of certain of Old BCS’s liabilities.  The Purchase Agreement provides the Company with the option to purchase the remaining 49% interest in New BCS in 2013 at a price determined in accordance with the Purchase Agreement.  If the Company does not exercise this option then Old BCS has the option in 2014 to purchase the Company’s 51% interest in New BCS at a price determined in accordance with the Purchase Agreement or to put New BCS up for sale.  This transaction closed on October 13, 2009.

On October 9, 2009, the Company entered into Amendment No. 3 (“Amendment 3”) to the Credit and Security Agreement dated as of November 2, 2007 (the “Credit Agreement”) by and among the Company and certain of its subsidiaries as Borrowers, National City Business Credit, Inc., as Agent, and the financial institutions named therein, as lenders.   Amendment 3 enables the Company to acquire the 51% equity interest in New BCS and have an option to purchase the remaining 49% of New BCS, as described above, with New BCS being excluded from certain restrictive covenants in the Credit Agreement applicable to subsidiaries.  In addition, Amendment 3 redefines certain foreign subsidiaries of the Company as non-borrowers and permits certain internal transactions that will facilitate the implementation of a more efficient cash management structure.

ITEM 9.01 Financial Statements and Exhibits

On October 13, 2009, the Company issued a press release announcing the entry into the Purchase Agreement described in Item 1.01, above.  A copy of the press release is attached as Exhibit 99.1.

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.
Date:  October 15, 2009	/s/ GEORGE E. STRICKLER
	George E. Strickler, Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE ACQUIRES 51% OF BOLTON CONDUCTIVE SYSTEMS

· Acquisition will further Stoneridge’s growth in the military channel

· Option to purchase remaining 49% in 2013

· Credit facility amended to facilitate purchase

WARREN, Ohio – October 13, 2009 – Stoneridge, Inc. (NYSE: SRI) announced today that it has signed an agreement to acquire a 51% equity interest in Bolton Conductive Systems LLC (BCS), an electrical system supplier based in Walled Lake, Michigan, for initial consideration of $5,865,000 and depending on BCS’s performance in 2010, 2011 and 2012, additional consideration payments in 2011, 2012 and 2013.

Subject to the customary closing conditions, Stoneridge acquired a 51% equity interest in BCS and will have the option to purchase the balance of BCS in 2013.  BCS designs and manufactures a wide variety of electrical solutions for the military, automotive, and marine and specialty vehicle markets. Bolton Conductive Systems has been focusing its resources on designing, manufacturing and selling to Oshkosh, Force Protection, General Dynamics, AM General and BAE in the military market which will complement Stoneridge’s efforts at Navistar.

“BCS has strong products and relationships and represents an opportunity for Stoneridge to immediately expand our presence in the military channel, which we believe has excellent strategic growth potential and is a good long-term complement to our existing business,” said John C. Corey, president and chief executive officer of Stoneridge.  “We expect to achieve synergies from purchasing and manufacturing for wiring, instrumentation and gauges derived from our scale and capabilities.  In addition we will expand Stoneridge’s product offering in the military channel and draw on BCS’s strengths from its contacts in the industry.”

“By becoming part of Stoneridge’s outstanding global organization, we will be able to expand our capabilities and serve our customers better,” said William Bolton, president and founder of BCS.  “We believe this combination is a good fit and will contribute to the profitable growth of both operations.”  Mr. Bolton will remain BCS’s president and chief executive officer through 2013.

Stoneridge also announced that it has amended its asset-based credit facility.  The amendments will enable Stoneridge to acquire the 51% equity interest and option to buy the remaining 49% of BCS in 2013.  In addition Stoneridge has modified the asset-based credit facility to allow certain foreign subsidiaries to become non-borrowers under the credit agreement and permit certain internal transactions that will facilitate the implementation of a more efficient European cash management structure.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets.  Additional information about Stoneridge can be found at www.stoneridge.com.

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Forward-Looking Statements

Statements in this release that are not historical fact are forward-looking statements, which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release.  Factors that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant change in automotive, medium- and heavy-duty truck or agricultural and off-highway vehicle production; disruption in the OEM supply chain due to bankruptcies; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company’s facilities or at any of the Company’s significant customers or suppliers; the ability of the Company’s suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business.  In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release.  The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.  Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission.

For more information, contact:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

330/856-2443

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