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): May 2, 2016

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34365	41-1990662
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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 May 2, 2016, Commercial Vehicle Group, Inc. (the “Company”) disclosed that as part of its previously announced facility restructuring actions, the Company, pending negotiations with the hourly employees’ union representative, will consolidate its North American seat production into two North American facilities and cease seat production in its Piedmont, Alabama facility.

In connection with the consolidation, the Company estimates that it will record in the current and future fiscal quarters total charges of approximately $3.4 million, consisting of employee related costs of approximately $1.0 million, non-cash expense related to the write-down of certain assets of approximately $0.4 million, capital expenditures of approximately $0.5 million and facility exit and other contractual costs of approximately $1.5 million. The Company estimates that approximately $3.0 million of the total charges will be incurred as future cash expenditures. The consolidation is expected to be substantially completed by December 2016.

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

Item 7.01.     Regulation FD Disclosure.

On May 2, 2016, the Company issued a press release announcing the consolidation of its North American seat production into two North American facilities. A copy of the press release is included as Exhibit 99.1 to this report.

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 transfer of seat production from the Piedmont, Alabama 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, 2015. 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 issued by the Company on May 2, 2016.

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.
May 2, 2016	By:	/s/ C. Timothy Trenary
	Name:	C. Timothy Trenary
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit  No.	Description
99.1	Press release issued by the Company on May 2, 2016.

EX-99.1

Exhibit 99.1

CONTACT: Terry Hammett, Investor Relations

Commercial Vehicle Group, Inc.

(614) 289-5384

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP ANNOUNCES MANUFACTURING CONSOLIDATION

NEW ALBANY, Ohio, May 2, 2016 /PRNewswire/ -- Commercial Vehicle Group Inc. (the “Company”) (Nasdaq: CVGI), a leading supplier of fully integrated system solutions for the global commercial vehicle market, announced today the Company’s direction, pending negotiations with the hourly employees’ union representative, to consolidate its North American seat production into two North American facilities and cease seat production in its Piedmont, Alabama facility.

The Piedmont facility has historically manufactured commercial seats for the OEM, and Aftermarket & Service markets. The Company will continue to maintain a presence in Piedmont for our Aftermarket & Service distribution channel following the transfer of seat production. Approximately one hundred sixty employees will be impacted by this restructuring, which is expected to be completed in the third quarter of 2016. Positions that support the Aftermarket and Service sector distribution will remain in Piedmont.

Greg Boese, Senior Vice President & Managing Director - Global Truck & Bus Seats, said “Restructuring changes and layoffs are always difficult because of the impact on the community, our employees, and their families. This plan is necessary, however, to rationalize our manufacturing footprint capacity and reduce fixed costs to remain competitive as customer needs and marketplace trends shift.”

The Company will be meeting with the UAW union representing hourly employees to negotiate over its decision and to discuss transitional support. The Company has also informed affected

salaried employees. The Company plans to petition for assistance for affected employees under the Department of Labor Trade Adjustment Assistance Program (TAA).

The Company anticipates restructuring charges of approximately $3 - 4 million and the annual operating savings, once plans are fully implemented, represents a portion of the broader $8 - $12 million restructuring guidance announced late last year. Boese stated, “We value the contributions of our Piedmont employees but intend to pursue this action to remain competitive in the marketplace. We look forward to remaining an active employer in the Piedmont community in support of our critical Aftermarket and Service distribution channel.”

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group, Inc. is a Delaware (USA) corporation. We were formed as a privately-held company in August 2000. We became a publicly held company in 2004. The Company (and its subsidiaries) is a leading supplier of a full range of cab related products and systems for the global commercial vehicle market, including the medium-and heavy-duty truck market, the medium-and heavy-duty construction vehicle market, and the military, bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets. 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, 2015. 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.