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 29, 2012
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) |
Registrants 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 |
On November 29, 2012, The Coast Distribution System, Inc. issued a press release reporting that it has been informed by Thomas R. McGuire, its Chairman, that he has established a plan, pursuant to Securities Exchange Commission Rule 10b5-1, to sell up to 62,500 shares of the more than 495,000 shares of Company common stock that he owns. Mr. McGuire informed the Company that this plan provides for these 62,500 shares to be sold in brokerage transactions over a period of five calendar quarters. He also stated that he decided to implement this plan primarily to diversify his investment portfolio. A copy of that press release is attached as Exhibit 99.1 to and, by this reference, is incorporated into this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, 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 that Exhibit 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 |
Description of Exhibit | |
99.1 | Press Release issued November 29, 2012 reporting the adoption, by Thomas R. McGuire, of an SEC Rule 10b5-1 plan to sell up to 62,500 shares of Company common stock. |
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 30, 2012 | By: | /s/ SANDRA A. KNELL | ||||
Sandra A. Knell, Executive Vice President and Chief Financial Officer |
S-1
INDEX TO EXHIBITS
Exhibit |
Description of Exhibit | |
99.1 | Press Release issued November 29, 2012 reporting the adoption, by Thomas R. McGuire, of an SEC Rule 10b5-1 plan to sell up to 62,500 shares of Company common stock. |
E-1
EXHIBIT 99.1
For Immediate Release
CHAIRMAN ADOPTS RULE 10b5-1 SHARE TRADING PLAN
TO DIVERSIFY HIS INVESTMENT PORTFOLIO
MORGAN HILL, Calif., Nov. 29, 2012 /PRNewswire/ The Coast Distribution System, Inc. (NYSE MKT: CRV) today reported that it has been informed by Thomas R. McGuire, the Companys Chairman, that he has established a plan, pursuant to Securities Exchange Commission Rule 10b5-1, to sell up to a total of 62,500 of the more than 495,000 shares of Coast common stock that he owns. It is expected that those 62,500 shares will be sold in brokerage transactions over a period of approximately five quarters.
Mr. McGuire is the Companys largest stockholder, owning 10.8%, of its outstanding shares (which does not include an additional 40,000 shares that he has a right to purchase on exercise of stock options).
Rule 10b5-1 under the Securities Exchange Act of 1934 allows officers and directors to adopt written plans for trading securities in a non-discretionary, pre-scheduled manner in order to avoid concerns about initiating stock transactions when the officer or director may be aware of non-public information. Such plans also allow officers and directors to diversify their holdings and to minimize the market effect of stock sales by spreading them out over time.
Mr. McGuire stated I have decided to implement this plan primarily to diversify my investment portfolio. I remain confident about Coasts future prospects and I have no plans at this time to sell any additional Coast shares and will continue to own more than 400,000 shares even after completing the sale of the 62,500 shares under this Rule 10b5-1 plan.
About The Coast Distribution System
The Coast Distribution System, Inc. (www.coastdistribution.com) is one of North Americas 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 10,000 products through 17 distribution centers located in the United States and Canada. Most of Coasts customers consist of independently owned RV and marine dealers, supply stores and service centers. Coast is a publicly traded company, and its shares are listed on the NYSE Amex under the ticker symbol CRV.
Forward-Looking Information
Statements in this news release regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as 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 are based on current information and, because our business is subject to a number of risks and uncertainties, our actual operating results and financial condition in the future may differ, possibly significantly, from the future financial performance and financial condition expected at the current time as set forth in those forward looking statements. Those risks and uncertainties include the possible occurrence of declines in discretionary income and loss of confidence among consumers regarding economic conditions, a tightening in the availability of and increases in the cost of consumer credit, increases in the costs of and shortages in the supply of gasoline, and unusually severe or extended winter weather conditions, all of which can adversely affect the willingness and ability of consumers to purchase and use RVs and boats and, therefore, their need for and willingness to purchase the products we sell. Moreover, the recent economic recession and credit crisis may have longer term consequences for our business and future financial performance, because they (i) have caused the closure or bankruptcies of a large number of RV and boating dealers which could significantly reduce the number of aftermarket
customers who purchase products from us in the future; and (ii) may lead to changes in consumer spending and borrowing habits that could extend well beyond the economic recovery and, therefore, could result in longer term declines in purchases and the usage of RVs and boats by consumers and, consequently, also in their purchases of the products we sell. Additional risks include, but are not limited to, our dependence on bank borrowings to fund a substantial amount of our working capital requirements, which can make us more vulnerable to downturns in economic conditions; further increases in price competition within our markets that could further reduce our margins and, therefore, our earnings; and 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 of our single source suppliers were to encounter production or other problems or terminate their product supply arrangements with us.
These risks and uncertainties, as well as other risks to which our business is subject, are more fully described in Item 1A, entitled Risk Factors, in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 30, 2012, and readers of this news release are urged to review the discussion of those risks and uncertainties 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 todays date, or to make predictions based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this news release or in the above-referenced 2011 Annual Report, whether as a result of new information, future events or otherwise, except as may be required by law or the rules of the NYSE MKT.
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