-----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, C5uuX79molyEmGcL1SpQ5iSl5aOXvfQ4TvJmz38mERRMVEV+GCHz45RtO6CvVJc7 KBhKXxNm2QRHOLrNFD/opg== 0000095552-10-000027.txt : 20100629 0000095552-10-000027.hdr.sgml : 20100629 20100629165105 ACCESSION NUMBER: 0000095552-10-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100629 DATE AS OF CHANGE: 20100629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: CA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 10924450 BUSINESS ADDRESS: STREET 1: 7800 WOODLEY AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-781-4973 MAIL ADDRESS: STREET 1: 7800 WOODLEY AVENUE CITY: VAN NUYS STATE: CA ZIP: 91406 8-K 1 for8-k.htm FORM 8-K for8-k.htm


 
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 28, 2010
 
                     
 
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
                     
 
California
1-6615
95-2594729
(State or Other Jurisdiction
 of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7800 Woodley Avenue
Van Nuys, California
91406
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including Area Code:  (818) 781-4973
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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

 
Item 1.01
Entry into a Material Definitive Agreement

On June 28, 2010, Superior Industries International, Inc. (“Superior”), as buyer, entered into a Share Subscription and Shareholders Agreement (“Agreement”) providing for the acquisition of 8.7% of the total issued equity of Synergies Castings Limited (“Synergies”), a private company based in Visakhapatnam, India.  The Agreement also provides for, subject to the satisfaction of certain conditions, Superior to make additional equity investments in Synergies, up to a total of approximately 26% of Synergies total issued equity.

Assuming the conditions to the purchase the maximum amount of Synergies’ equity are satisfied, the purchase price for the acquisition is $9.5 million, payable in four installments and subject to adjustment based on Synergies’ achievement of certain financial targets through December 31, 2010, agreed upon by Superior and Synergies.

A copy of the press release announcing this transaction is attached as Exhibit 99.1 to this report.

Item 9.01  Financial Statements and Exhibits
 
 (d) Exhibits
 
   
99.1
Press Release, dated June 29, 2010

 
 

 


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.
 
 
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
 
(Registrant)
   
Date: June 29, 2010
/s/ Robert A. Earnest
 
Robert A. Earnest
 
Vice President, General Counsel and Corporate Secretary
 
 
   




EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm SUPERIOR
 
 
 
      NEWS RELEASE
 
Investor Relations Line:
 
(818) 902-2701
www.supind.com
 
Contact:
 
Superior Industries
 
Bud Fanelli
   
(818) 781-4973
     
PondelWilkinson Inc.
       
Robert Jaffe / Roger Pondel
       
(310) 279-5980
       
Investor@pondel.com

Superior Industries Acquires Equity Interest
In India-based Wheel Manufacturer

VAN NUYS, CALIFORNIA -- June 29, 2010 -- Superior Industries International, Inc. (NYSE:SUP) today announced it has acquired 8.7% of the outstanding shares of privately-owned SYNERGIES Castings Limited, an aluminum wheel manufacturer in Visakhapatnam, India.  Concurrently, Superior entered into a definitive agreement to make additional equity investments in SYNERGIES up to a total of approximately 26% of SYNERGIES’ total issued equity by December 31, 2010, subject to certain conditions.

"We believe this is an excellent long-term investment opportunity, given the dynamic and growing automotive market in India,” said Steven J. Borick, Chairman, Chief Executive Officer and President.  “SYNERGIES is the premier player in the region and an accredited OEM aluminum wheel manufacturer.  The company has existing contracts with Toyota, General Motors USA and Chrysler USA, among other major automotive manufacturers."

According to CSM Worldwide, an automotive market forecasting firm, light vehicle sales in India are expected to grow nearly 14% in calendar year 2011.

About SYNERGIES Castings Limited
SYNERGIES is India’s first global scale, world-class aluminum alloy wheel manufacturing company. The company harnesses the power of cutting edge Low Pressure Die Casting (LPDC) and customized Copper-Nickel-Chrome electroplating technology to manufacture and finish aluminum alloy wheels and other aluminum cast components.

About Superior Industries
Superior supplies aluminum wheels to Ford, General Motors, Chrysler, BMW, Mitsubishi, Nissan, Subaru, Toyota, and Volkswagen.  For more information, visit www.supind.com.

Forward-Looking Statements
This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which include references to anticipated additional equity purchases of SYNERGIES and future demand for light vehicles in India, are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general automotive industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

  
 
 

 

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