8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) May 2, 2006

REMY INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-3683	35-1909253
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2902 Enterprise Drive Anderson, Indiana	46013
(Address of principal executive offices)	(Zip Code)

(765) 778-6499

(Registrant’s telephone number, including area code)

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))

Item 1.01. Entry into a Material Definitive Agreement.

    See Item 5.02.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) Effective May 8, 2006, the board of directors of Remy International, Inc. (“the Company”) elected David R. Muir, 48, as Senior Vice President and Chief Procurement Officer of the Company. The board of directors also approved an Employment Agreement (the “CPO Agreement”) between the Company and Mr. Muir.

Prior to being appointed to this position with the Company, Mr. Muir served as Senior Vice President and Chief Procurement Officer of R.R. Donnelley from September 2003 until August 2005. Prior to R. R. Donnelley, Mr. Muir served as Vice President of Materials and Supply Chain Management of American Plumbing and Mechanical Inc. from October 2001 until September 2003. Prior to joining American Plumbing and Mechanical Inc., Mr. Muir served in various positions at Intel Corporation from February 1996 through October 2001, with his last position there served as Regional Manager, World Wide Materials Operations from December 2000 until October 2001.

The Agreement is effective as of May 2, 2006, and includes the following material terms:

• Mr. Muir will receive an annualized base salary of $300,000.

• Mr. Muir will receive an annual target incentive bonus of 60% of annual base salary based upon the attainment of certain performance objectives.

• Mr. Muir will be eligible, if employed by the Company on the date of such occurrence, to receive a payment (the “Success Payment”) based upon the proceeds received upon a “corporate transaction” (generally, a sale of the equity interests in or assets of the Company, as defined in the Agreement). The Success Payment shall equal an amount (a) up to an amount equal to 1% of total Net Proceeds above $9,000,0000, plus (b) an amount equal to 25% of the Net Proceeds in excess of $4,000,000 to $8,000,000 that are paid to the equity holders of the Company.

• Mr. Muir will be eligible to participate in the Company’s benefit programs.

• Mr. Muir will receive a $25,000 sign-on bonus.

• Mr. Muir will receive a relocation package covering all of Mr. Muir’s reasonable moving expenses and up to six months of temporary housing expenses.

• Key termination benefits under the agreement are summarized as follows:

• After completion of six (6) months of employment and upon Mr. Muir’s resignation for “Good Reason” (as defined in Appendix A) or termination by the Company without “Cause” (as defined in Appendix A) Mr. Muir will receive an amount equal to the sum of twelve (12) months base salary and earned bonus subject to required withholding. This amount is payable over a twelve (12) month period in equal semi-monthly installments.

The above is a brief summary of the Agreement and does not purport to be complete. A copy of the Agreement with Mr. Muir, dated May 5, 2006, is filed as Exhibit 10.1 to this Current Report on Form 8-K. The content of such Exhibit is incorporated herein by reference.

(c) Effective May 9, 2006, the board of directors of the Company elected Kerry A. Shiba, 51, as Senior Vice President and Chief Financial Officer of the Company. The board of directors also approved an Employment Agreement (the “CFO Agreement”) between the Company and Mr. Shiba.

Prior to being appointed to this position with the Company, Mr. Shiba served as Vice President and

Chief Financial Officer of Kaiser Aluminum Corporation from April 2004 until January 2006. Prior to serving as the Chief Financial Officer, Mr. Shiba served as Vice President and Treasurer from February 2002 until April 2004 and Vice President and Controller – Fabricated Products Group from May 1998 to February 2002. Prior to joining Kaiser Aluminum Corporation, Mr. Shiba served in various positions at BFGoodrich Company.

The CFO Agreement is effective as of May 5, 2006, and includes the following material terms:

• Mr. Shiba will receive an annualized base salary of $375,000.

• Mr. Shiba will receive an annual target incentive bonus of 60% of annual base salary based upon the attainment of certain performance objectives.

• Mr. Shiba will be eligible, if employed by the Company on the date of such occurrence, to receive a payment (the “Success Payment”) based upon the proceeds received upon a “corporate transaction” (generally, a sale of the equity interests in or assets of the Company, as defined in the CFO Agreement). The Success Payment shall equal an amount (a) up to an amount equal to 2% of total Net Proceeds above $9,000,0000, plus (b) an amount equal to 50% of the Net Proceeds in excess of $4,000,000 to $8,000,000 that are paid to the equity holders of the Company.

• Mr. Shiba will be eligible to participate in the Company’s benefit programs.

• Mr. Shiba will receive a $25,000 sign-on bonus.

• Mr. Shiba will receive a relocation package covering all of Mr. Shiba’s reasonable moving expenses and up to six months of temporary housing expenses.

• Key termination benefits under the agreement are summarized as follows:

• After completion of six (6) months of employment and upon Mr. Shiba’s resignation for “Good Reason” (as defined in Appendix A) or termination by the Company without “Cause” (as defined in Appendix A) Mr. Shiba will receive an amount equal to the sum of twelve (12) months base salary and earned bonus subject to required withholding. This amount is payable over a twelve (12) month period in equal semi-monthly installments.

The above is a brief summary of the CFO Agreement and does not purport to be complete. A copy of the CFO Agreement with Mr. Shiba, dated May 5, 2006, is filed as Exhibit 10.2 to this Current Report on Form 8-K. The content of such Exhibit is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1	Employment Agreement between Remy International, Inc. and David R. Muir dated May 2, 2006.
10.2	Employment Agreement between Remy International, Inc. and Kerry A. Shiba dated May 5, 2006.
99.1	Press Release dated May 9, 2006, announcing the appointment of Kerry A. Shiba as Chief Financial Officer and David R. Muir as Chief Procurement Officer of Remy International, Inc.

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 hereunto duly authorized.

Date: May 9, 2006	REMY INTERNATIONAL, INC.
	By:	/S/ John H. Weber
	Name:	John H. Weber
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Number	Exhibit
10.1	Employment Agreement between Remy International, Inc. and David R. Muir dated May 2, 2006.
10.2	Employment Agreement between Remy International, Inc. and Kerry A. Shiba dated May 5, 2006.
99.1	Press Release dated May 9, 2006, announcing the appointment of Kerry A. Shiba as Chief Financial Officer and David R. Muir as Chief Procurement Officer of Remy International, Inc.

EX-10.1

Exhibit 10.1

	Remy International, Inc. 2902 Enterprise Drive • Anderson, Indiana 46013 USA
		765-778-6499
		Fax 765-778-6404

May 2, 2006

David R. Muir

929 Fox Glen Drive

Saint Charles, IL 60174

Dear David:

On behalf of Remy International, it is my pleasure to extend this offer of employment. I believe you will be a valuable asset and am pleased to offer you the position of Senior Vice President, Chief Procurement Officer reporting to me. I look forward to welcoming you as a Remy employee on Monday, May 8, 2006.

Our offer includes the following:

• SALARY: Annualized salary of $300,000 that will be paid on a semi-monthly basis.

• BENEFITS: You are eligible to be covered by our excellent benefit programs including personal umbrella liability insurance, executive life, executive disability, health, dental, prescription drug, vision, 401K, pension plan, paid holidays, and vacation days. Information regarding your benefits will be discussed during your benefit orientation. The Benefits Department will contact you after your start date to schedule a time to meet with you regarding your benefit eligibility and enrollment.

• BONUS PROGRAM: You are eligible to participate in our Executive Bonus Program with a target bonus of 60% of base annual salary. The first year bonus will be paid based on nine (9) months of service.

• SIGN-ON BONUS: We are offering you a sign-on bonus of $25,000, which is payable on your first paycheck and subject to all federal, state, and local taxes. Should you decide to leave Remy within your first year of employment, you will be required to repay a pro-rated share of your sign-on bonus.

• RELOCATION: To assist you with your move, we are offering you a relocation package including six (6) months of temporary housing. Detailed information regarding your relocation package will be forthcoming in a separate package. You will be contacted by a representative of Lexcion Group to coordinate your move. Additionally, should you decide to leave Remy International within eighteen (18) months of your start date, you will be required to repay Remy International for cost including but not limited to, the full cost of your relocation.

• VACATION: You will be eligible for 3 weeks vacation, 8 paid holidays and 4 floating holidays for the 2006-year.

• SEVERANCE: After completion of six (6) months of employment and upon your resignation for “Good Reason” (as defined in Appendix A) or termination by Remy without “Cause” (as defined in Appendix A) you will receive an amount equal to the sum of twelve (12) months base salary and earned bonus subject to required withholding. This amount is payable over a twelve (12) month period in equal semi-monthly installments.

David R. Muir

Page 2

• SUCCESS PAYMENT: Upon the occurrence of a Corporate Transaction (as defined in Appendix A), you will be entitled, if you are employed by Remy on the date of such occurrence, to receive from Remy, as additional compensation, a transaction success payment (the “Success Payment”), as follows;

(a) up to an amount equal to 1% of total Net Proceeds (as defined in Appendix A) above $9,000,000; and

(b) An amount equal to 25% of the Net Proceeds in excess of $4,000,000 to $8,000,000

Please note that our offer is contingent upon the following:

1. Successful completion and passing of a drug screen. The drug screen should be completed prior to your first day. The enclosed yellow sheet details the process and how to find a location. Please contact Kelly Witter 765-778-5948 with any questions.

2. Successful verification of your U.S. citizenship and/or approved employment eligibility in the United States (See I-9 form). Your I9 documentation will be verified on your first day.

3. Successful completion of a reference, background, and criminal check.

We would like to welcome you to Remy International. We look forward to you joining our team and sincerely hope that you will accept this offer of employment. Please indicate your acceptance to our offer by signing below and returning the offer within 5 business days. You will need to come to our Corporate Headquarters Building at 8:15 AM on your first day to complete your HR paperwork, which is attached to the enclosed pink checklist. If you have any questions, do not hesitate to contact us.

Sincerely,	Acceptance:
/S/ John H. Weber	/S/ David R. Muir
John H. Weber
President and	Date: May 8, 2006
Chief Executive Officer

Enclosures

Appendix A

“Good Reason” means and will be deemed to exist if, without your consent, (a) you suffer a material diminution in your duties, responsibilities or effective authority or any adverse changes in your titles or positions, (b) You suffer a reduction of your “Base Salary” or target bonus opportunity below that which is set forth in this Offer Letter; or (c) Remy fails to pay you any earned compensation or to provide your vested benefits when due and payable and which is not cured within a reasonable period of time after receipt of notice, or (d) if your work location is relocated more than 25 miles.

“Cause” means (a) you engage in gross misconduct or gross negligence in the performance of your duties for Remy or any of its subsidiaries, (b) you embezzle assets of Remy or any of its subsidiaries, (c) you are convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, or (d) your breach of any restrictive covenant set forth in the Offer Letter.

“Corporate Transaction” means the direct or indirect sale or other disposition for value (to an entity or person unrelated or unaffiliated with Remy or Citicorp) of the equity interests in Remy or the assets of Remy.

“Net Proceeds” means the fair value of the aggregate and cumulative consideration received, less the aggregate of any transaction costs of any kind borne directly or indirectly by Remy or the Remy equity interest holders, and actually paid or distributed to the Remy equity interest holders in connection with an Corporate Transaction.

EX-10.2

Exhibit 10.2

	Remy International, Inc. 2902 Enterprise Drive • Anderson, Indiana 46013 USA
		765-778-6499
		Fax 765-778-6404

May 5, 2006

Kerry A. Shiba

27550 Glenwood Drive

Mission Viejo, CA 92692

Dear Kerry:

On behalf of Remy International, it is my pleasure to extend this offer of employment. I believe you will be a huge asset and am pleased to offer you the position of Senior Vice President, Chief Financial Officer reporting to me. I look forward to welcoming you as a Remy employee on Tuesday, May 9, 2006.

Our offer includes the following:

• SALARY: Annualized salary of $375,000 that will be paid on a semi-monthly basis.

• BENEFITS: You are eligible to be covered by our excellent benefit programs including personal umbrella liability insurance, executive life, executive disability, health, dental, prescription drug, vision, 401K, pension plan, paid holidays, and vacation days. Information regarding your benefits will be discussed during your benefit orientation. The Benefits Department will contact you after your start date to schedule a time to meet with you regarding your benefit eligibility and enrollment. You should be aware that our benefits programs are under review to ensure our competitiveness.

• BONUS PROGRAM: You are eligible to participate in our Executive Bonus Program with a target bonus of 60% of base annual salary. The first year bonus will be paid based on nine (9) months of service.

• SIGN-ON BONUS: We are offering you a sign-on bonus of $25,000, which is payable on your first paycheck and subject to all federal, state, and local taxes. Should you decide to leave Remy within your first year of employment, you will be required to repay a pro-rated share of your sign-on bonus.

• RELOCATION: To assist you with your move, we are offering you a relocation package including up to six (6) months of temporary housing. Detailed information regarding your relocation package will be forthcoming in a separate package. You will be contacted by a representative of Lexcion Group to coordinate your move. Additionally, should you decide to leave Remy International within eighteen (18) months of your start date, you will be required to repay Remy International for cost including but not limited to, the full cost of your relocation.

• VACATION: You will be eligible for 3 weeks vacation, 8 paid holidays and 4 floating holidays for the 2006-year.

• SEVERANCE: After completion of six (6) months of employment and upon your resignation for “Good Reason” (as defined in Appendix A) or termination by Remy without “Cause” (as defined in Appendix A) you will receive an amount equal to the sum of 12 months base salary and earned bonus subject to required withholding. This amount is payable over a twelve (12) month period in equal semi-monthly installments.

Kerry A. Shiba

Page 2

• SUCCESS PAYMENT: Upon the occurrence of a Corporate Transaction (as defined in Appendix A), you will be entitled, if you are employed by Remy on the date of such occurrence, to receive from Remy, as additional compensation, a transaction success payment (the “Success Payment”), as follows;

(a) up to an amount equal to 2% of total Net Proceeds (as defined in Appendix A) above $9,000,000; and

(b) an amount equal to 50% of the Net Proceeds in excess of $4,000,000 to $8,000,000.

Please note that our offer is contingent upon the following:

1. Successful completion and passing of a drug screen. The drug screen should be completed prior to your first day. The enclosed yellow sheet details the process and how to find a location. Please contact Kelly Witter 765-778-5948 with any questions.

2. Successful verification of your U.S. citizenship and/or approved employment eligibility in the United States (See I-9 form). Your I9 documentation will be verified on your first day.

3. Successful completion of a reference, background, and criminal check.

We would like to welcome you to Remy International. We look forward to you joining our team and sincerely hope that you will accept this offer of employment. Please indicate your acceptance to our offer by signing below and returning the offer within five business days. You will need to come to our Corporate Headquarters Building at 8:15 AM on your first day to complete your HR paperwork, which is attached to the enclosed pink checklist. If you have any questions, do not hesitate to contact us.

Sincerely,	Acceptance:
/S/ John H. Weber	/S/ Kerry A. Shiba
John H. Weber
President and	Date: May 9, 2006
Chief Executive Officer

Enclosures

Appendix A

“Good Reason” means and will be deemed to exist if, without your consent, (a) you suffer a material diminution in your duties, responsibilities or effective authority or any adverse changes in your titles or positions, (b) You suffer a reduction of your “Base Salary” or target bonus opportunity below that which is set forth in this Offer Letter; or (c) Remy fails to pay you any earned compensation or to provide your vested benefits when due and payable and which is not cured within a reasonable period of time after receipt of notice, or (d) if your work location is relocated more than 25 miles.

“Cause” means (a) you engage in gross misconduct or gross negligence in the performance of your duties for Remy or any of its subsidiaries, (b) you embezzle assets of Remy or any of its subsidiaries, (c) you are convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, or (d) your breach of any restrictive covenant set forth in the Offer Letter.

“Corporate Transaction” means the direct or indirect sale or other disposition for value (to an entity or person unrelated or unaffiliated with Remy or Citicorp) of the equity interests in Remy or the assets of Remy.

“Net Proceeds” means the fair value of the aggregate and cumulative consideration received, less the aggregate of any transaction costs of any kind borne directly or indirectly by Remy or the Remy equity interest holders, and actually paid or distributed to the Remy equity interest holders in connection with an Corporate Transaction.

EX-99.1

Exhibit 99.1

News: For Immediate Release                 May 9, 2006

Contact: Leah Campbell, Remy International, Inc. 765-778-6848

Remy International names two executive officers: Kerry Shiba and David Muir

Anderson, Ind., May 9, 2006 — Remy International, Inc. (“Remy International” or the “Company”) announces the appointment of Kerry A. Shiba as Senior Vice President and Chief Financial Officer (“CFO”) and David R. Muir as Senior Vice President and Chief Procurement Officer (“CPO”).

Mr. Shiba has approximately 30 years of experience in complex manufacturing environments. He began his career at Ernst and Ernst (now Ernst and Young) followed by 16 years with the BF Goodrich Company where he progressed to become the top financial executive for the $1.2 billion Specialty Chemical Group. In 1998 Shiba joined Kaiser Aluminum Corporation where he held positions of increasing responsibility, most recently as Vice President and Chief Financial Officer. He holds a BA in accounting and political science from Baldwin Wallace College in Berea, Ohio.

Mr. Muir also has extensive experience and has demonstrated world class procurement processes and commercial skills. He has held positions with Intel Corporation, American Plumbing and Mechanical Inc. and most recently served as the Senior Vice President, Chief Procurement Officer of R.R. Donnelley. He holds a bachelor’s degree in Accounting from Lycoming College in Williamsport, Pennsylvania. He also holds the following certifications: Six Sigma Black Belt Certification, Certified Public Accountant (CPA) and Certified Purchasing Manager (CPM).

“Shiba and Muir are extremely talented and we are excited to welcome them to our team. Their proven track records in business transformation, energy and enthusiasm will be a significant asset in helping us deliver our commitments and leveraging our competitive position,” said Remy International President and CEO John H. Weber.

Remy International, Inc., headquartered in Anderson, Indiana, is a leading manufacturer, remanufacturer and distributor of Delco Remy brand heavy-duty systems and Remy brand starters and alternators, diesel engines, locomotive products and hybrid power technology. The Company also provides worldwide components core-exchange services for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications.

Remy was formed in 1994 as a partial divestiture by General Motors Corporation of the former Delco Remy Division, which traces its roots to Remy Electric, founded in 1896. Additional information is available at the Company’s website: http://www.remyinc.com

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