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): March 19, 2014

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34365	41-1990662
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7800 Walton Parkway, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 614-289-5360

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 2.05. Costs Associated with Exit or Disposal Activities.

On March 19, 2014, the Commercial Vehicle Group, Inc. (the “Company”) Board of Directors authorized management to announce the planned closure of its Tigard, Oregon, interior trim production and warehouse facility, in response to changing customer needs and industry dynamics.

The closure of the Tigard facility will impact approximately 80 employees. The Company expects to continue operations at the Tigard facility through December 2014.

The Company estimates it will incur total (net) expenses related to the closure of its Tigard facility of approximately $3.2 million to $3.5 million, consisting of approximately $0.5 million of employee-related costs, approximately $0.6 million of capital expenditure and approximately $2.1 million to 2.4 million of equipment removal and other costs from March 2014 – December 2014. The Company anticipates annualized savings from the closure of the Tigard facility to be in the range of $1.5 million to $2.5 million.

The Company estimates that total (net) cash expenditures (excluding capital expenditures) resulting from these charges will be approximately $2.6 million to $2.9 million, which amounts are expected to be incurred in 2014.

The amounts and timing may vary materially based upon various factors. See “Cautionary Note Regarding Forward-Looking Information” below.

Item 8.01. Other Events

On March 25, 2014, the Company announced the closure of its Tigard, Oregon, interior trim production and warehouse facility. A copy of the press release announcing this event is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Cautionary Note Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements that are subject to risks and uncertainties. These statements are indicated by words such as “expect,” “estimate” or similar expressions. In particular, this Current Report on Form 8-K contains forward-looking statements about management estimates of the charges and cash expenditures expected to be incurred in connection with the closure of the Tigard facility and the nature of charges to be incurred. These statements are based upon information available to management as of the date hereof. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including, but not limited to, higher than expected closure expenses, a delay in implementation of the closure and other risks and uncertainties described in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated March 25, 2014 announcing the closure of the Tigard facility.

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.

	COMMERCIAL VEHICLE GROUP, INC.
March 25, 2014	By:	/s/ C. Timothy Trenary
		Name: C. Timothy Trenary
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated March 25, 2014 announcing the closure of the Tigard facility.

EX-99.1

Exhibit 99.1

CONTACT: John Hyre

614-289-5157

FOR IMMEDIATE RELEASE

Commercial Vehicle Group Announces the Closure of its Tigard, OR, Facility

New Albany, Ohio, March 25, 2014 – Commercial Vehicle Group, Inc. (Nasdaq: CVGI), a leading supplier of fully integrated system solutions for the global commercial vehicle market, today announced the Company’s plans to permanently close its production and warehouse facility located in Tigard, Oregon.

The Tigard plant currently has approximately 80 employees who will be offered transition support and/or opportunities at other CVG plants. The Company will also petition for assistance for affected employees under the Department of Labor Trade Adjustment Assistance Program (TAA).

The work currently performed at the Tigard facility includes the production of interior trim components such as instrument panels and storage cabinets used in large commercial vehicles. The majority of this work will be distributed to other CVG plants in North America. The closure is expected to be completed by the end of December 2014.

The Company anticipates taking restructuring charges of approximately $3.2 to $3.5 million, in the aggregate, between March and December of 2014. The annualized savings from this action are expected to be in the range of $1.5 to $2.5 million.

“Strategic decisions that impact personnel are always difficult and are not taken lightly, but this is a necessary step in response to changing customer needs and industry dynamics. Many of

our customers, serviced by our Tigard facility, have transitioned their businesses to other geographic regions. In order to remain competitive, CVG must continually re-evaluate market requirements and realign our capacity and manufacturing footprint,” said Patrick Miller, President Global Truck & Bus for CVG.

“We appreciate the service of our Tigard employees, and we will assist them and their families in dealing with the changes occasioned by the closure of the facility.” Miller added.

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group, Inc. is a leading supplier of a full range of cab related products and systems for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction, military, bus and agriculture markets and the specialty transportation markets. Our products include static and suspension seat systems, electronic wire harness assemblies, controls and switches, cab structures and components, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors and wiper systems specifically designed for applications in commercial vehicles. The Company is headquartered in New Albany, OH with operations throughout North America, Europe, Asia and Australia. Information about the Company and its products is available on the internet at: www.cvgrp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. In particular, this press release may contain forward-looking statements about Company expectations for future periods with respect to its plans to improve financial results and enhance the Company, the future of the Company’s end markets, Class 8 North America build rates, performance of the global construction equipment business, expected cost savings, enhanced shareholder value and other economic benefits of the consulting services, the Company’s initiatives to address customer needs, organic growth, the Company’s economic growth plans to focus on certain segments and markets and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) general economic or business conditions affecting the markets in which the Company serves; (ii) the Company’s ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv) increased competition in the heavy-duty truck, construction, aftermarket, military, bus, agriculture and other markets; (v) the Company’s failure to complete or successfully integrate strategic acquisitions; (vi) the impact of changes in governmental regulations on the Company’s customers or on its business; (vii) the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms; (viii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (ix) the Company’s ability to comply with the financial covenants in its revolving credit facility; (x) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives;

(xi) a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (xii) volatility and cyclicality in the commercial vehicle market adversely affecting us; and (xiii) various other risks as outlined under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal year ending December 31, 2012. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

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