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) May 24, 2013 (May 24, 2013)
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 May 24, 2013, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $50 million of its common stock, 7 percent cumulative participating convertible preferred stock or warrants to purchase common stock (the Repurchase Program). Under the authorization, the Company can repurchase shares in the open market or through privately negotiated transactions. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. Share repurchases may be suspended or discontinued at any time. The Company intends to fund the Repurchase Program from its cash and cash equivalents. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference with respect to the Repurchase Program only.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 |
Press release dated May 24, 2013. |
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.
May 24, 2013
Cooper-Standard Holdings Inc. | ||
/s/ Timothy W. Hefferon | ||
Name: | Timothy W. Hefferon | |
Title: | Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit Number |
Exhibit Description | |
99.1 | Press release dated May 24, 2013 |
Exhibit 99.1
COOPER STANDARD ANNOUNCES $50 MILLION SECURITIES REPURCHASE PROGRAM
NOVI, Mich. May 24, 2013 Cooper-Standard Holdings Inc. (OTCBB: COSH) (the Company), the parent company of Cooper Standard Automotive, a leading global supplier of automotive sealing, fuel and brake and fluid transfer systems, announced today that its Board of Directors has approved a securities repurchase program, authorizing the Company to repurchase, in the aggregate, up to $50 million of its outstanding common stock, 7 percent 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.
About Cooper Standard
Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake, fluid transfer, thermal and emissions and anti-vibration systems. Cooper Standard employs more than 22,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.
Forward Looking Statements
This news release includes forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about the Companys plans, strategies, prospects, financing and tender offer. 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. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, which include, but are not limited to: cyclicality of the automotive industry with the possibility of further material contractions in automotive sales and production affecting the viability and financial condition of the Companys customers; global economic uncertainty, particularly in Europe; loss of large customers or significant platforms; supply shortages; escalating pricing pressures and decline of volume requirements from the Companys customers; the Companys ability to meet significant increases in demand; availability and increasing volatility in cost of raw materials or manufactured components; the Companys ability to continue to compete successfully in the highly competitive automotive parts industry; risks associated with the Companys non-U.S. operations; foreign currency exchange rate fluctuations; the Companys ability to control the operations of joint ventures for the Companys benefit; the effectiveness of the Companys lean manufacturing and other cost savings plans; product liability and warranty and recall claims that may be brought against us; work stoppages or other labor conditions; natural disasters; the Companys ability attract and retain key personnel; the Companys ability to meet the Companys customers needs for new and improved products in a timely manner or cost-effective basis; the possibility that the Companys acquisition strategy may not be successful; the Companys legal rights to the Companys intellectual property portfolio; environmental and other regulations; legal proceedings or commercial and contractual disputes that we may be involved in; the possible volatility of the Companys annual effective tax rate; the Companys ability to generate sufficient cash to service the Companys indebtedness, obtain future financing, and meet dividend obligations on the Companys 7 percent preferred stock; the Companys underfunded pension plans; significant changes in discount rates and the actual return on pension assets; the possibility of future impairment charges to the Companys goodwill and long-lived assets; the ability of certain stockholders to nominate certain members of the board of directors; operating and financial restrictions imposed on
us by the Companys bond indenture and credit agreement; and other risks and uncertainties, including those detailed from time to time in the Companys periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Companys results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward -looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Companys filings with the Securities and Exchange Commission (which are available from the SECs EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Companys website at cooperstandard.com).
COSH_F
Contact for Analysts:
Glenn Dong Cooper Standard (248) 596-6031 investorrelations@cooperstandard.com |
Contact for Media:
Sharon Wenzl Cooper Standard (248) 596-6211 sswenzl@cooperstandard.com |