-----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, UaVAOsnGPM+7ZJCDgFAWvZS0e/jU0+PeychhTP6xB36/RiykcGeq8+A1KbEW5IT0 iKPM7dOphYPwomP++3QMGw== 0001193125-07-252005.txt : 20071121 0001193125-07-252005.hdr.sgml : 20071121 20071121133711 ACCESSION NUMBER: 0001193125-07-252005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 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: 071262557 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): November 15, 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 5.02 Appointment of New Director.

Effective November 15, 2007, the Board of Directors of The Coast Distribution System, Inc., elected Jim Musbach, its President and Chief Operating Officer, as a member of the Board. As a result of that action, the authorized number of directors has been increased from five to six, of which four are independent directors (under the rules of the American Stock Exchange) and two are management directors. Mr. Musbach has been designated as a Class II Director for a term ending at the 2008 Annual Meeting of Stockholders. It is currently expected that he will be nominated for re-election to the Board at that Annual Meeting.

Mr. Musbach, who is 57, has been employed as President and Chief Operating Officer of the Company since September 25, 2006. From 1999 to 2004, he was employed as Executive Vice President of Raytek Corporation, a manufacturer of infrared non-contact temperature measurement tools, sensors and systems. While at Raytek, Mr. Musbach also served as General Manager of Raytek’s Portable Products Division and, in that capacity, directed that Division’s global operations. From 1994 until he joined Raytek in 1995, Mr. Musbach served as President of the Company, during which period he focused primarily on the expansion of the Company’s product line and on the Company’s marketing strategy and programs.

A Company press release, issued on November 21, 2007, announcing Mr. Musbach’s election to the Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure

On November 21, 2007, The Coast Distribution System, Inc. issued a press release announcing that its Board of Directors had, pursuant to its previously announced dividend policy, declared the quarterly cash dividend for the quarter ending December 31, 2007 in the amount of $0.07 per share. The dividend is payable on December 28, 2007 to stockholders of record as of December 14, 2007. A copy of that press release is attached as Exhibit 99.2 to, and by this reference is incorporated reference into, this Report.

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 accordance with General Instruction B.2 of Form 8-K, the information in this item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is 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, nor shall it 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.   

Description of Exhibit

99.1    Press Release issued November 21, 2007 announcing the election of Jim Musbach to the Board of Directors of The Coast Distribution System, Inc.
99.2    Press Release issued November 21, 2007 announcing the declaration of a cash dividend of $0.07 per share for the quarter ending December 31, 2007.

 

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: November 21, 2007     By:   /s/ SANDRA A. KNELL
        Sandra A. Knell, Executive Vice President &
        Chief Financial Officer

 

S-1


Exhibit No.   

Description of Exhibit

99.1    Press Release issued November 21, 2007 announcing the election of Jim Musbach to the Board of Directors of The Coast Distribution System, Inc.
99.2    Press Release issued November 21, 2007 announcing the declaration of a cash dividend of $0.07 per share for the quarter ending December 31, 2007.

 

E-1

EX-99.1 2 dex991.htm PRESS RELEASE ISSUED NOVEMBER 21, 2007 Press Release issued November 21, 2007

Exhibit 99.1

LOGO

For Immediate Release:

Coast Distribution System President & COO Joins Board of Directors

Jim Musbach Elected to Board of Directors; Number of Board Seats Expanded From Five to Six

MORGAN HILL, Calif., Nov. 21, 2007 — The Coast Distribution System, Inc. (AMEX: CRV) announced that Jim Musbach, President and Chief Operating Officer, was elected as a member of the Company’s Board of Directors by action of the Board.

The addition of Musbach expands the number of Coast’s Board members from five members to six, including four independent directors and two members of Coast’s management team. Musbach will serve as a Class II Director for a term ending at the 2008 Annual Meeting of Stockholders. Coast reported it expects that Mr. Musbach will be nominated for re-election to the Board at the 2008 Annual Meeting.

“We are pleased to have Jim on the Board and expect his appointment will bring additional knowledge and expertise to the Board level,” said Thomas R. McGuire, Chairman and CEO of Coast. “Jim brings an intimate understanding of our customers, markets and products to the Board. In addition, his past history with Coast, along with his current position as President and Chief Operating Officer, gives him a valuable perspective on Coast and its future.”

Before rejoining Coast in Sept. 2006, Musbach, age 57, served as Executive Vice President and General Manager of Raytek Corporation, where he directed global operations for their portable products division. While at Raytek, he successfully launched several new products, expanded sales channels and developed sources for contract manufacturing in Asia.

Prior to joining Raytek, Musbach served as President of Coast from 1994-1995. During this time, he implemented the strategy of shifting Coast’s product mix toward higher-margin and custom-manufactured private label products, a strategy Coast still employs today.

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of North American’s largest wholesale aftermarket suppliers of replacement parts, supplies and accessories for the recreational vehicle (RV), pleasure boat and outdoor recreation markets. Coast supplies more than 14,000 products from 500 manufacturers through 17 distribution centers located in the U.S. and Canada. Most of Coast’s customers consist of independently owned RV and marine dealers, supply stores and service centers. Coast is a publicly traded company on the American Stock Exchange under the ticker symbol CRV.

###

Contact:

Sandra Knell, CFO

408-782-6686 / sknell@coastdist.com

or

Ryan McGrath

Lambert, Edwards & Associates, Inc.

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

 

99.1-1

EX-99.2 3 dex992.htm PRESS RELEASE ISSUED NOVEMBER 21, 2007 Press Release issued November 21, 2007

Exhibit 99.2

LOGO

For Immediate Release:

Coast Distribution System Declares Cash Dividend for Fourth Quarter 2007

MORGAN HILL, Calif., Nov. 21, 2007 — The Coast Distribution System, Inc. (AMEX: CRV) announced its Board of Directors declared its 2007 fourth quarter dividend of $0.07 per share, to be paid on Dec. 28, 2007 to shareholders of record as of Dec. 14, 2007.

Coast reported this marked the twelfth consecutive quarterly cash dividend since the adoption of its dividend policy in Feb. 2005. In Aug. 2006, Coast announced an increase in the Company’s regular quarterly cash dividend from $0.05 per share to $0.07 per share, for a total of $0.28 per share for the fiscal year.

“We see our dividend policy as a reflection of the Board’s confidence in the long-term growth of Coast, as well as an important means of sharing profits with our shareholders and rewarding them for their investment,” said Thomas R. McGuire, Chairman and CEO of Coast.

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of North American’s largest wholesale aftermarket suppliers of replacement parts, supplies and accessories for the recreational vehicle (RV), pleasure boat and outdoor recreation markets. Coast supplies more than 14,000 products from 500 manufacturers through 17 distribution centers located in the U.S. and Canada. Most of Coast’s customers consist of independently owned RV and marine dealers, supply stores and service centers. Coast is a publicly traded company 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 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

 

99.2-1


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, 2006, 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 2006 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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