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): August 7, 2012

Viasystems Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15755	75-2668620
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
101 South Hanley Road, St. Louis, MO		63105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (314) 727-2087

None

(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):

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 7, 2012, the board of directors (the “Board”) of Viasystems Group, Inc. (“Viasystems”) has appointed Admiral William A. Owens and Mr. David D. Stevens as members of the Board to fill the vacancies created by the passing of Board member John K. Pruellage on May 5, 2012 and the resignation of Board member William C. McCormick on May 8, 2012. Admiral Owens, an independent director, will serve as a member of the Audit Committee and Nominating and Corporate Governance Committees of the Board. Mr. Stevens, an independent director, will serve as a member of the Audit Committee and Compensation Committee of the Board.

The following is the biographical information regarding Admiral Owens:

William A. Owens, 72, has served as the Chairman of AEA Investors (Asia) since April 2006 and has served as Managing Director, Chairman and Chief Executive Officer of AEA Holdings Asia, a New York private equity company at various times since then. Mr. Owens previously served as Vice Chairman, Chief Executive Officer and President of Nortel Networks Corporation, a global supplier of communications equipment, from May 2004 to November 2005. Prior to that, Mr. Owens served as Chairman and Chief Executive Officer of Teledesic LLC, a satellite communications company, from February 1999 to May 2004. During that same period, Mr. Owens also served as Chairman and Chief Executive Officer of Teledesic’s affiliated company, Teledesic Holdings Ltd. From 1996 to 1998, Mr. Owens was President, Chief Operating Officer and Vice Chairman of Science Applications International Corporation (SAIC). Mr. Owens served in the U.S. military from 1962 to 1996, holding various key leadership positions, including Vice Chairman of the Joint Chiefs of Staff. Mr. Owens also serves as Chairman of CenturyLink, Inc. (2009 to present), a director of Polycom, Inc. (2005 to present) and a director of Wipro Limited (2006 to present), all public companies. He served as a member of the boards of directors of Daimler Chrysler AG from 2003 until 2009 and of Embarq Corporation from 2006 to 2009.

The following is the biographical information regarding Mr. Stevens:

David D. Stevens, 59, has been an advisor in private equity since 2006. Mr. Stevens was the Chief Executive Officer of Accredo Health Group, Inc., a subsidiary of Medco Health Solutions, Inc., from 2005 to 2006. He was the Chairman of the Board and Chief Executive Officer of Accredo Health, Inc. from 1996 to 2005. Mr. Stevens was the President and Chief Operating Officer of the predecessor companies of Accredo Health from their inception in 1983 until 1996. Mr. Stevens is currently a director and Chairman of the Board of Wright Medical Group, Inc. (2004 to present) and a director of Allscripts Healthcare Solutions, Inc. (2012 to present), both public companies. He served as a member of the boards of directors of Thomas & Betts Corporation from 2004 to May 2012 and of Medco Health Solutions, Inc. from 2006 to April 2012.

Item 8.01. Other Events.

With the appointments of Admiral Owens and Mr. Stevens, both independent directors, to the Board and the Audit Committee, Viasystems has regained compliance with NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A). On May 8, 2012, Viasystems notified The NASDAQ Stock Market LLC (“NASDAQ”) that as a result of the passing of independent director John K. Pruellage along with the previously announced retirement of independent director William C. McCormick, effective as of May 8, 2012, Viasystems’ Board was no longer comprised of a majority of independent directors and Viasystems’ Audit Committee was no longer comprised of at least three independent directors, as required for continued listing by NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A), respectively. In accordance with NASDAQ Listing Rules 5605(b)(1)(A) and 5605(c)(4)(B), Viasystems had until November 5, 2012 to regain compliance with NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished pursuant to Item 5.02 hereof, and the information contained in this report and such exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated therein.

Exhibit Number	Description of Exhibit
99.1	Press Release issued by Viasystems on August 7, 2012.

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 thereunto duly authorized.

Date: August 7, 2012

VIASYSTEMS GROUP, INC.
By:	/s/ Christopher R. Isaak
	Christopher R. Isaak Vice President, Corporate Controller and Chief Accounting Officer

EX-99.1

Exhibit 99.1

NEWS COPY	INFORMATION CONTACT: Kelly Wetzler
FOR IMMEDIATE RELEASE	(314) 746-2217

VIASYSTEMS APPOINTS TWO NEW BOARD MEMBERS

ST. LOUIS, August 7, 2012 – Viasystems Group, Inc. (NASDAQ:VIAS), a leading provider of complex multi-layer printed circuit boards and electro-mechanical solutions, today announced the appointment of Admiral William A. Owens and David D. Stevens to its Board of Directors.

“After an extensive search to fill the Board seats left open as the result of the retirement of Bill McCormick and the passing of Jack Pruellage, we determined that Admiral Owens and David Stevens would be extraordinary additions to our Board due to their proven leadership skills and their significant industry and management experience,” said Chris Steffen, Chairman of Viasystems. “With the addition of these two independent members, our Board will have 12 members and again qualify as an “independent Board” under the NASDAQ rules, which is important to the Company’s stockholders. Both Bill and David will join our Audit Committee and with these additions we will exceed the requirement set by NASDAQ,” said Steffen.

Admiral Owens is currently the Chairman of AEA Investors (Asia) Limited located in Hong Kong, a private equity firm specializing in buyouts of middle market companies and smaller middle market companies and mezzanine investments, and is Executive Chairman of Prometheus headquartered in Beijing, a company that specializes in cross-border advisory and investment collaboration between China and abroad. He currently serves on the Board of Directors for Polycom, Inc. and Wipro Limited. Admiral Owens also serves as Vice Chairman of the NYSE for Asia and is the Chairman of CenturyLink, Inc., the third largest telecommunications company in the United States. Owens has extensive experience in the military, finishing his distinguished military career in 2004 as the Vice Chairman of the Joint Chiefs of Staff, the second highest ranking military officer in the United States.

“Bill’s leadership is recognized internationally by the military and industrial communities. Since leaving the military, he has taken senior executive positions with several international companies. We are excited to have the opportunity to work with Bill and benefit from his broad experience, particularly in Asia, where he currently resides. His knowledge in the military and telecommunications markets will be an invaluable asset to the Company,” said Steffen.

David Stevens currently serves as director and Chairman of Wright Medical Group, Inc., a public company which designs, manufactures and distributes orthopedic implants and instrumentation, and a director of Allscripts Healthcare Solutions, Inc., a company that provides innovative IT solutions to healthcare providers. He has been an advisor in private equity since 2006. Prior to 2006, Stevens held several senior level positions including Chief Executive Officer of Accredo Health Group, Inc., one of the nation’s leading providers of specialty pharmaceuticals. Stevens also previously served as the Chairman of the Audit Committee for Thomas & Betts Corporation, a manufacturer of electrical, electronic, mechanical and utility products.

“David’s experience as an executive in the healthcare/medical industry is important to Viasystems as we continue to focus on growing our global industrial and instrumentation businesses. We believe David’s prior experiences as CEO of a major healthcare company, an advisor to various private equity firms and Chairman of the Audit Committee of Thomas & Betts Corporation will also be of great benefit to us,” said Steffen.

About Viasystems

Viasystems Group, Inc. is a technology leader and a worldwide provider of complex multi-layer printed circuit boards (PCBs) and electro-mechanical solutions (E-M Solutions). Its PCBs serve as the “electronic backbone” of almost all electronic equipment, and its E-M Solutions products and services include integration of PCBs and other components into finished or semi-finished electronic equipment, for which it also provides custom and standard metal enclosures, cabinets, racks and sub-racks, backplanes, and busbars. Viasystems’ approximately 15,600 employees around the world serve more than 1,000 customers in the automotive, telecommunications, industrial & instrumentation, computer and data communications, and military and aerospace end markets. For additional information about Viasystems, please visit the company’s website at www.viasystems.com.

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