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) November 9, 2012 (November 9, 2012)
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-54305 | 20-1945088 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
39550 Orchard Hill Place Drive, Novi, Michigan | 48375 | |||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code (248) 596-5900
Check the appropriate box below in 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-4c)) |
Item 8.01 Other Events
On November 9, 2012, Cooper-Standard Holdings Inc. (the Company) issued a press release announcing the Board of Directors decision to institute a stock repurchase program. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed pursuant to Item 9.01 of Form 8-K:
99.1 | Press release of Cooper-Standard Holdings Inc., dated November 9, 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.
Cooper-Standard Holdings Inc. | ||||
\s\ Timothy W. Hefferon | ||||
Name: | Timothy W. Hefferon | |||
Title: | Vice President, General Counsel and Secretary |
Date: November 9, 2012
EXHIBIT INDEX
Exhibit Number |
Exhibit Description | |
99.1 | Press release of Cooper-Standard Holdings Inc., dated November 9, 2012. |
Exhibit 99.1
COOPER STANDARD ANNOUNCES $25 MILLION SECURITIES REPURCHASE PROGRAM
NOVI, Mich. November 9, 2012 Cooper-Standard Holdings Inc. (OTCBB: COSH) (the Company), the parent company of Cooper Standard Automotive, announced today that its Board of Directors has approved a securities repurchase program authorizing the Company to repurchase, in the aggregate, up to $25 million of its outstanding common stock, 7% cumulative participating convertible preferred stock or warrants to purchase common stock.
Under the program authorized by the Board of Directors, repurchases may be made on the open market or through private transactions, as determined by the Companys management and in accordance with prevailing market conditions and Securities and Exchange Commission requirements. The Company expects to fund all repurchases from cash on hand and future cash flows from operations. The Company is not obligated to acquire a particular number of securities, and the program may be discontinued at any time at the Companys discretion. The Boards authorization terminates on February 14, 2013.
About Cooper-Standard Holdings Inc.
Cooper-Standard Holdings Inc., headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Cooper Standards products include body sealing, thermal and emissions, fluid and anti-vibration systems, and it employs more than 21,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.
Forward-Looking Statements
This press release includes forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, reflecting managements current analysis and expectations, based on what are believed to be reasonable assumptions. The words estimates, expects, anticipates, projects, plans, intends, believes, forecasts, or future or conditional verbs, such as will, should, could, or may and variations of such words or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future results and may involve known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties set forth in the Companys most recent Annual Report on the Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other Securities and Exchange Commission filings. The forward-looking statements in this press release are made as of the date hereof and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.
COSH_F
Contact for Analysts: |
Contact for Media: | |
Glenn Dong |
Sharon Wenzl | |
Cooper Standard |
Cooper Standard | |
(248) 596-6031 |
(248) 596-6211 | |
investorrelations@cooperstandard.com |
sswenzl@cooperstandard.com |
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