-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOeWn4JN4fafUn3STvFIywnzMvruos2rfHureI5PSV9zdp/uNz5a4rprOFZrO33Q RGt/YmHNpmkVSFJYlAf4aA== 0001193125-07-132386.txt : 20070608 0001193125-07-132386.hdr.sgml : 20070608 20070608130209 ACCESSION NUMBER: 0001193125-07-132386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070607 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COAST DISTRIBUTION SYSTEM INC CENTRAL INDEX KEY: 0000728303 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 942490990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09511 FILM NUMBER: 07909021 BUSINESS ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4084368611 MAIL ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 FORMER COMPANY: FORMER CONFORMED NAME: COAST RV INC DATE OF NAME CHANGE: 19880619 8-K 1 d8k.htm FORM 8-K Form 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): June 7, 2007

 


THE COAST DISTRIBUTION SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   1-9511   94-2490990

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

350 Woodview Avenue, Morgan Hill, California   95037
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 782-6686

N/A

(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 7.01 Regulation FD Disclosure

In a press release issued on June 7, 2007, we reported that our Board of Directors had, pursuant to its dividend policy, declared the quarterly cash dividend, for the quarter ending June 30, 2007, in the amount of $0.07 per share. That dividend is payable on June 29, 2007 to all stockholders of record as of June 15, 2007. A copy of that press release is attached as Exhibit 99.1 to, and incorporated by reference into, this Current Report on Form 8-K.

As stated in its press release, the declaration of cash dividends in the future, pursuant to the Company’s dividend policy, is subject to determination each quarter by the Board of Directors based on a number of factors, including the Company’s financial performance and its available cash resources. Also, it could become necessary for the Company to obtain the consent of its lender under its secured bank loan agreement in order to pay cash dividends in the future and for these reasons, as well as others, there can be no assurance that the Board of Directors will not decide to reduce the amount, or suspend or discontinue the payment, of cash dividends in the future.

In a separate press release, also issued on June 7, 2007, we announced the recent opening of Coast’s newest product design and testing center, which has enabled Coast to enlarge its overall design and development staff and adds resources for prototyping, computer simulation testing and physical testing of new products for its North American customers. As reported in that press release, this new product design and testing center, which is located in an 18,000 square foot facility in Elkhart, Indiana, is the fourth product design and testing center operated by Coast, with the other centers located, respectively, in the countries of China and Taiwan, and in Wilsonville, Oregon. A copy of that press release is attached as Exhibit 99.1 to, and incorporated by reference into, this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 701 of this Current Report on Form 8-K, together with Exhibit 99.1 and Exhibit 99.2, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and such information and Exhibits shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

99.1   Press Release issued June 7, 2007 announcing the declaration of a $0.07 per share cash dividend for the quarter ending June 30, 2007.
99.2   Press Release issued June 7, 2007 announcing the recent opening of the Company’s newest Product Design and Testing Center, located in Elkhart, Indiana.

 

2


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.

 

  THE COAST DISTRIBUTION SYSTEM, INC.
Date: June 8, 2007   By:  

/s/ SANDRA A. KNELL

   

Sandra A. Knell, Executive Vice President

and Chief Financial Officer

 

3


INDEX TO EXHIBITS

 

Exhibit No.  

Exhibit Description

99.1   Press Release issued June 7, 2007 announcing the declaration of a $0.07 per share cash dividend for the quarter ending June 30, 2007
99.2   Press Release issued June 7, 2007 announcing the recent opening of the Company’s newest Product Design and Testing Center, located in Elkhart, Indiana.

 

E-1

EX-99.1 2 dex991.htm PRESS RELEASE ANNOUNCING THE DECLARATION OF A $0.07 PER SHARE CASH DIVIDEND Press Release announcing the declaration of a $0.07 per share cash dividend

EXHIBIT 99.1

LOGO

For Immediate Release:

Coast Distribution System Declares Cash Dividend for Second Quarter 2007

MORGAN HILL, Calif., June 7, 2007 — The Coast Distribution System, Inc. (AMEX: CRV) today announced its Board of Directors declared the cash dividend for its fiscal second quarter of 2007 of $0.07 per share. The dividend will be paid on June 29, 2007 to all stockholders of record as of June 15, 2007.

“Though conditions in the marine and RV markets remain difficult, we have strengthened our operations in the first half of 2007 by adding leadership to our Kipor and Husky product lines,” said Thomas R. McGuire, Chairman and CEO of Coast. “This dividend, our tenth consecutive quarterly cash dividend since the adoption of our dividend policy in Feb. 2005, is a reflection of the Board’s confidence in Coast and its commitment to reward shareholders for their ownership.”

Coast, one of North America’s largest suppliers of aftermarket replacement parts, accessories and supplies for the recreational vehicle (RV) and marine industries, announced in August 2006 that its Board of Directors approved an increase in the Company’s regular quarterly cash dividend from $0.05 per share to $0.07 per share, or $0.28 per year.

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of the leading suppliers of parts, accessories and supplies for recreational vehicles (RVs) and pleasure boats in the U.S. and Canada. Coast supplies its products to its 15,000 customers through 17 distribution centers throughout the U.S. and Canada. Coast is publicly traded on the American Stock Exchange under the ticker symbol CRV.

Cautionary Statements Regarding Forward-Looking Information

The declaration of cash dividends in the future, pursuant to the Company’s dividend policy, is subject to final determination each quarter by the Board of Directors based on a number of factors, including the Company’s financial performance and its available cash resources. Also, it could become necessary for the Company to obtain the consent of its lender under its secured bank loan agreement in order to pay cash dividends in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described in this press release or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

Statements in this news release regarding our expectations and beliefs about our future financial performance and trends in our markets are “forward- looking statements” as defined in the Private Securities Litigations Reform Act of 1995. Forward-looking statements often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”

The forward-looking statements in this news release regarding our future financial performance are based on current information and, because our business is subject to a number of risks and uncertainties, actual operating results in the future may differ significantly from the future financial performance expected at the current time. Those risks and uncertainties may include, among others: Loss of confidence among consumers regarding economic conditions, which could adversely affect their willingness to purchase and use their RVs and boats and which, in turn, would affect their purchases of the products we sell; increases in interest rates which affect the availability and affordability of financing

 

99.1-1


for RVs and boats; increases in the costs and shortages in the supply of gasoline which increase the costs of using, and the willingness and ability of consumers to use, RVs and boats; and unusually severe or extended winter weather conditions, which can reduce the usage of RVs and boats for periods extending beyond the ordinary winter months or to regions that ordinarily encounter milder winter weather conditions; possible increases in price competition within our markets that could reduce our margins and, therefore, our earnings; our practice of obtaining a number of our products from single manufacturing sources, which could lead to shortages in the supply of products to us in the event any single source supplier were to encounter production or other problems; and possible changes in supply relationships in our markets, which could lead to increased competition or to reductions in the number of products we are able to offer our customers. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended by Amendment No. 1 on Form 10-K/A, and readers of this news release are urged to review the discussion of those risks and uncertainties that are contained in that Report.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. We also disclaim any obligations to update forward-looking statements contained in this news release or in the above referenced 2005 Annual Report, whether as a result of new information, future events or otherwise.

###

Contact:

Sandra Knell, CFO

408-782-6686 / sknell@coastdist.com

or

Ryan McGrath

Lambert, Edwards & Associates, Inc.

616-233-0500 / mail@lambert-edwards.com

 

99.1-2

EX-99.2 3 dex992.htm PRESS RELEASE-OPENING OF THE COMPANY'S NEWEST PRODUCT DESIGN AND TESTING CENTER Press Release-opening of the Company's newest Product Design and Testing Center

EXHIBIT 99.2

LOGO

For Immediate Release:

Coast Distribution Opens Testing Center for Towing and Outdoor Power Products

MORGAN HILL, Calif., June 7, 2007 — The Coast Distribution System, Inc. (AMEX: CRV) announced the recent opening of its new Design and Test Center in Elkhart, Ind. The facility will better enable the company to design, develop and test new products for its North American customers.

Coast, one of North America’s largest parts and accessory suppliers to RV, marine, and outdoor power equipment dealers, officially opened the 18,000 sq. foot building in December 2006.

The facility enlarges Coast’s overall design and development staff and adds resources for product prototyping, computer simulation testing and physical testing. The Elkhart-based testing center is the fourth operated by Coast, with other centers located in China, Taiwan, and Wilsonville, Ore.

“This new Design and Test Center allows Coast to develop the next generation of products for our customers,” said Dennis Castagnola, Executive Vice President of Coast. “It enables us to start with a product concept, test the product to the latest industry and national standards and provide after-sale technical and product training to our dealers. It’s location in Elkhart is strategically positioned near the largest manufacturing area for RV products in the U.S. and also central to our customers and distribution centers.”

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of the leading suppliers of parts, accessories and supplies for recreational vehicles (RVs) and pleasure boats in the U.S. and Canada. Coast supplies its products to its 15,000 customers through 17 distribution centers throughout the U.S. and Canada. Coast is publicly traded on the American Stock Exchange under the ticker symbol CRV.

Cautionary Statements Regarding Forward-Looking Information

The declaration of cash dividends in the future, pursuant to the Company’s dividend policy, is subject to final determination each quarter by the Board of Directors based on a number of factors, including the Company’s financial performance and its available cash resources. Also, it could become necessary for the Company to obtain the consent of its lender under its secured bank loan agreement in order to pay cash dividends in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described in this press release or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

Statements in this news release regarding our expectations and beliefs about our future financial performance and trends in our markets are “forward- looking statements” as defined in the Private Securities Litigations Reform Act of 1995. Forward-looking statements often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”

The forward-looking statements in this news release regarding our future financial performance are based on current information and, because our business is subject to a number of risks and uncertainties, actual operating results in the future may differ significantly from the future financial performance expected at the current time. Those risks and uncertainties may include, among others: Loss of confidence among consumers regarding economic conditions, which

 

99.2-1


could adversely affect their willingness to purchase and use their RVs and boats and which, in turn, would affect their purchases of the products we sell; increases in interest rates which affect the availability and affordability of financing for RVs and boats; increases in the costs and shortages in the supply of gasoline which increase the costs of using, and the willingness and ability of consumers to use, RVs and boats; and unusually severe or extended winter weather conditions, which can reduce the usage of RVs and boats for periods extending beyond the ordinary winter months or to regions that ordinarily encounter milder winter weather conditions; possible increases in price competition within our markets that could reduce our margins and, therefore, our earnings; our practice of obtaining a number of our products from single manufacturing sources, which could lead to shortages in the supply of products to us in the event any single source supplier were to encounter production or other problems; and possible changes in supply relationships in our markets, which could lead to increased competition or to reductions in the number of products we are able to offer our customers. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended by Amendment No. 1 on Form 10-K/A, and readers of this news release are urged to review the discussion of those risks and uncertainties that are contained in that Report.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. We also disclaim any obligations to update forward-looking statements contained in this news release or in the above referenced 2005 Annual Report, whether as a result of new information, future events or otherwise.

###

Contact:

Sandra Knell, CFO

408-782-6686 / sknell@coastdist.com

or

Ryan McGrath

Lambert, Edwards & Associates, Inc.

616-233-0500 / mail@lambert-edwards.com

 

99.2-2

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-----END PRIVACY-ENHANCED MESSAGE-----