Delaware
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61-1109077
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(do not check if a smaller reporting company)
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Smaller reporting company
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o
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Title of Each Class of
Securities to be Registered |
Amount to be
Registered (1) |
Proposed Maximum
Offering Price Per Share (2) |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
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Common Stock, par value $0.01 per share
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1,700,000 shares
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$
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5.04
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$
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8,568,000
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$
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1,104
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(1)
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This Registration Statement registers an additional 1,700,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Accuride Corporation (the "Company") for issuance pursuant to the Accuride Corporation Second Amended and Restated 2010 Incentive Award Plan (the "Plan"), which shares were reserved for issuance under the Plan after being approved by the Company's stockholders at the Company's 2014 annual meeting of stockholders. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of the Company's Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure.
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(2)
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Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low prices for the Common Stock reported on the New York Stock Exchange (the "NYSE") on July 18, 2014 ($5.04).
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A.
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The Company's Annual Report on Form 10-K filed on March 6, 2014 (File No. 001-32483), for the fiscal year ended December 31, 2013.
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B.
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The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
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C.
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The Company's current report on Form 8-K filed with the Commission on April 29, 2014.
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D.
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All other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 2013.
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E.
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The description of the Company's Common Stock contained in the registration statement on Form 8-A (Registration No. 000-53898), filed with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on December 17, 2010, including any amendments or reports filed for the purpose of updating such description.
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Exhibit
Number |
Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on March 4, 2010 (Acc. No. 0001104659) and incorporated by reference herein.
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4.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on November 18, 2010 (Acc. No. 0001104659-10-059191) and incorporated by reference herein.
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4.3
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Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on February 1, 2011 (Acc. No. 0001104659-11-004054) and incorporated by reference herein.
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4.4
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Accuride Corporation Second Amended and Restated 2010 Incentive Award Plan. Previously filed as an exhibit to the Form 8-K filed on April 29, 2014 (Acc. No. 0000817979-14-000016) and incorporated by reference herein.
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5.1
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Opinion of Latham & Watkins LLP.
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23.1
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Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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23.2
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Consent of Deloitte & Touche LLP.
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24.1
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Power of Attorney (included in the signature page hereto).
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ACCURIDE CORPORATION | |
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By: |
/s/ Richard F. Dauch.
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Richard F. Dauch
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President and Chief Executive Officer
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Signatures
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Titles
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Date
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/s/ Richard F. Dauch
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President and
Chief Executive Officer
(Principal Executive Officer)
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July 24, 2014
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Richard F. Dauch | ||||
/s/ Gregory A. Risch
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Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 24, 2014
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Gregory A. Risch | ||||
/s/ Robin J. Adams
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Director
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July 24, 2014
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Robin J. Adams
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/s/ Keith E. Busse
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Director
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July 24, 2014
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Keith E. Busse
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/s/ Robert E. Davis
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Director
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July 24, 2014
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Robert E. Davis
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||||
/s/ Lewis M. Kling
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Director
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July 24, 2014
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Lewis M. Kling
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||||
/s/ John W. Risner
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Director
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July 24, 2014
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John W. Risner
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/s/ James R. Rulseh
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Director
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July 24, 2014
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James R. Rulseh |
Exhibit
Number |
Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on March 4, 2010 (Acc. No. 0001104659) and incorporated by reference herein.
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4.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on November 18, 2010 (Acc. No. 0001104659-10-059191) and incorporated by reference herein.
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4.3
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Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on February 1, 2011 (Acc. No. 0001104659-11-004054) and incorporated by reference herein.
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4.4
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Accuride Corporation Second Amended and Restated 2010 Incentive Award Plan. Previously filed as an exhibit to the Form 8-K filed on April 29, 2014 (Acc. No. 0000817979-14-000016) and incorporated by reference herein.
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5.1
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Opinion of Latham & Watkins LLP.
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23.1
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Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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23.2
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Consent of Deloitte & Touche LLP.
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24.1
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Power of Attorney (included in the signature page hereto).
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330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
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Re: | Registration Statement on Form S-8 with respect to 1,700,000 shares of Common Stock, par value $0.01 per share |