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): April 15, 2014

VIASYSTEMS GROUP, INC.

(Exact Name Of Registrant As Specified In Charter)

Delaware	001-15755	75-2668620
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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 1.01. Entry into a Material Definitive Agreement.

On April 15, 2014, Viasystems, Inc., a wholly owned subsidiary of Viasystems Group, Inc., (the “Company”), issued $50 million aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Notes”) pursuant to a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) which amended and supplemented the existing indenture dated as of April 30, 2012 among Viasystems, Inc., Viasystems Group, Inc., the guarantor parties thereto and the Trustee, as previously amended by supplemental indentures dated as of May 2, 2012, June 27, 2012 and April 9, 2014.

The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture which is attached hereto as Exhibit 4.1 and the contents thereof are incorporated herein by reference.

Item 8.01. Other Events.

On April 15, 2014, the Company issued a press release announcing that Viasystems, Inc., a wholly owned subsidiary of Viasystems, has accepted consents for the previously announced solicitation of consents from holders of its 7.875% Senior Secured Notes due 2019. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
4.1	Fourth Supplemental Indenture, dated as of April 15, 2014, among Viasystems Group, Inc., Viasystems, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee
99.1	Press release issued by the Company entitled “Viasystems Announces Results Of Consent Solicitation For 7.875% Senior Secured Notes Due 2019.”

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.

VIASYSTEMS GROUP, INC.
By:	/s/ Daniel J. Weber
	Daniel J. Weber
	Vice President and General Counsel

Date: April 15, 2014

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Fourth Supplemental Indenture, dated as of April 15, 2014, among Viasystems Group, Inc., Viasystems, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee
99.1	Press release issued by the Company entitled “Viasystems Announces Results Of Consent Solicitation For 7.875% Senior Secured Notes Due 2019.”

EX-4.1

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

This Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of April 15, 2014, among Viasystems, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture) listed on the signature pages hereto, Viasystems Group, Inc., a Delaware corporation (the “Guaranteeing Parent”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 30, 2012, as amended and supplemented by the First Supplemental Indenture, dated as of May 2, 2012, the Second Supplemental Indenture dated as of June 27, 2012 and the Third Supplemental Indenture dated as of April 9, 2014 (collectively, the “Indenture”), pursuant to which the Company has issued $550,000,000 initial aggregate principal amount of the Company’s 7.875% Senior Secured Notes due 2019 (the “Existing Notes”);

WHEREAS, pursuant to the terms of the Indenture and this Fourth Supplemental Indenture, the Company desires to issue an additional $50,000,000 in aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Additional Notes”) under the Indenture and this Fourth Supplemental Indenture, to be authenticated and delivered as provided in the Indenture and this Fourth Supplemental Indenture;

WHEREAS, Section 9.01(8) of the Indenture provides that the Company, the Guarantors and the Trustee, as applicable, may amend or supplement certain of the provisions of the Indenture without the consent of the Holders to provide for the issuance of the Additional Notes in accordance with the limitations set forth in the Indenture as the date thereof; and

WHEREAS, the execution of this Fourth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture and all acts and requirements necessary to make this Fourth Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee in accordance with its terms have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

ADDITIONAL NOTES

Section 1.01 Additional Notes.

(a) Pursuant to Sections 2.02 and 9.01 of the Indenture, the Company hereby authorizes the issuance of the Additional Notes in the principal amount of $50,000,000.

(b) The Additional Notes will form a single series voting together as one class and ranking equally with the Existing Notes, to which such Additional Notes are substantially identical in all terms and conditions other than with respect to date of issuance and issue price and in the case of any Notes issued under Regulation S during the restricted period, the CUSIP number. All of the Additional Notes issued under the Indenture will, when issued, be subject to and be entitled to the benefit of all of the terms, conditions and provisions of the Indenture and this Fourth Supplemental Indenture.

(c) The Company shall execute and the Trustee shall, pursuant to an Authentication Order, as defined in the Indenture, delivered as of the date hereof, authenticate the Additional Notes in substantially the form included in the Indenture.

ARTICLE 2

MISCELLANEOUS

Section 2.01 Ratification of Indenture.

The Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 2.02 No Recourse Against Others.

No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or any Guarantor shall have any liability for any obligations of the Company or any Guarantor under the Note Documents or this Fourth Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Section 2.03 Successors.

All agreements of the Company and the Guarantors in this Fourth Supplemental Indenture, the Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Fourth Supplemental Indenture, and in the Indenture shall bind its successor.

Section 2.04 Duplicate Originals.

All parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.05 Severability.

In case one or more of the provisions in this Fourth Supplemental Indenture, in the Indenture, in the Notes or in the Note Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 2.06 Capitalized Terms.

All capitalized terms contained in this Fourth Supplemental Indenture shall, except as specifically provided for herein and except as the context may otherwise require, have the meanings given to such terms in the Indenture.

Section 2.07 Section References.

Section references contained in this Fourth Supplemental Indenture are to sections in this Fourth Supplemental Indenture unless the context requires otherwise.

Section 2.08 Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Fourth Supplemental Indenture.

Section 2.09 Recitals.

The recitals hereto are statements only of the Company and the Guarantors and shall not be considered statements of or attributable to the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture.

Section 2.10 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

Viasystems, Inc.
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary
Viasystems Corporation, as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Viasystems Technologies Corp., L.L.C., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary
Viasystems Sales, Inc., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary

Fourth Supplemental Indenture Signature Page

Coretec Building Inc.,
as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
DDi Cleveland Holdings Corp., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Trumauga Properties, Ltd., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Viasystems Group, Inc., as Guaranteeing Parent
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary

Fourth Supplemental Indenture Signature Page

Wilmington Trust, National Association,
as Trustee
By	/s/ Lynn M. Steiner
Name:	Lynn M. Steiner
Title:	Vice President

Fourth Supplemental Indenture Signature Page

EX-99.1

Exhibit 99.1

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

VIASYSTEMS ANNOUNCES RESULTS OF CONSENT SOLICITATION FOR 7.875% SENIOR

SECURED NOTES DUE 2019

ST. LOUIS – April 15, 2014—Viasystems Group, Inc. (NASDAQ: VIAS) (the “Company” or “Viasystems”) announced today the results of its wholly owned subsidiary Viasystems, Inc.’s consent solicitation (the “Consent Solicitation”) with respect to its 7.875% Senior Notes Due 2019 (the “Notes”) to amend the indenture for the Notes (the “Proposed Amendment”) to allow Viasystems, Inc. to complete the sale of not more than $50.0 million in aggregate principal amount of additional notes (the “Additional Notes”) under the indenture (the “Proposed Financing”). The Company confirms that, as announced, the Consent Solicitation expired on April 9, 2014 (the “Expiration Date”).

Viasystems, Inc. accepted consents of $550.0 million Notes representing 100% of the Notes. On effectiveness of the supplemental indenture containing the Proposed Amendment and satisfaction or waiver of all the conditions described in the Consent Solicitation Statement (defined below), Viasystems, Inc. will pay a consent fee to the holders of the Notes whose valid consents were received by the information and tabulation agent prior to the Expiration Date. The consent fee is equal to $2.50 in cash for each $1,000 in principal amount of the Notes with respect to which a holder of the Notes consents.

After payment of the consent fee, the supplemental indenture containing the Proposed Amendment will become operative on April 15, 2014.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Additional Notes and does not set forth all the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read the consent solicitation statement, dated April 1, 2014 (the “Consent Solicitation Statement”), for a complete description of all terms and conditions of the Consent Solicitation. The Company did not make any recommendation as to whether any holder of the Notes should consent to the Proposed Amendment. Additional information concerning the terms and conditions of the Consent Solicitation, may be obtained from the solicitation agents, Wells Fargo Securities, LLC, at (866) 309-6316 (toll free) or Stifel, Nicolaus & Company, Incorporated, at (855) 300-7142 (toll free). Copies of the consent documents may be obtained from the Information and Tabulation Agent, D.F. King & Co., Inc., at (800) 290-6427 (toll free).

Viasystems, Inc. is not soliciting consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under any applicable state, federal or other securities laws.

The Additional Notes offered in the Proposed Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, the additional notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable law.

Forward-Looking Information is Subject to Risk and Uncertainty

Certain statements in this communication constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Viasystems regarding future events and are subject to significant risks and uncertainty. Statements regarding our expected performance in the future are forward-looking statements. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Viasystems undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the Consent Solicitation or the Proposed Financing as contemplated by this release. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause our results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, the willingness of holders of the Notes to consent to the Proposed Amendment, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete any of the Consent Solicitation or Proposed Financing, among other factors. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A. Risk Factors,” in the Annual Report on Form 10-K filed by Viasystems with the Securities and Exchange Commission (“SEC”) on February 14, 2014, and in Viasystems’ other filings made from time to time with the SEC and available at the SEC’s website, www.sec.gov.

About Viasystems

Viasystems Group, Inc. is a technology leader and a worldwide provider of complex multi-layer rigid, flexible and rigid-flex 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, metal cabinets, metal racks and sub-racks, backplanes and busbars. Viasystems’ approximately 15,100 employees around the world serve over 1,000 customers in the automotive, industrial & instrumentation, computer and datacommunications, telecommunications, 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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