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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): April 8, 2011
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-34365   41-1990662
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
     
7800 Walton Parkway, New Albany, Ohio   43054
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 614-289-5360
Not Applicable
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 8.01 Other Events.
     On April 8, 2011, Commercial Vehicle Group, Inc. issued a press release announcing that it intends to offer, subject to market and other customary conditions, $225,000,000 in aggregate principal amount of senior secured notes due 2019 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release announcing the private offering of the Notes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
     The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
     On April 8, 2011, Commercial Vehicle Group, Inc. also issued a press release announcing a series of financing transactions designed to refinance substantially all of its existing indebtedness. These transactions include the private offering of the Notes, an expected amendment and restatement of its existing revolving credit facility and the commencement of cash tender offers and consent solicitations with respect to any and all of its outstanding notes. A copy of the press release announcing the financing transactions is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
99.1  
Press release announcing the private offering of the Notes, dated April 8, 2011.
   
 
99.2  
Press release announcing the financing transactions, dated April 8, 2011.

 


 

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.
         
  Commercial Vehicle Group, Inc.
 
 
April 8, 2011  By:   /s/ Chad M. Utrup    
    Name:   Chad M. Utrup   
    Title:   Chief Financial Officer   
 

 


 

Exhibit Index
     
Exhibit No.   Description
99.1  
Press release announcing the private offering of the Notes, dated April 8, 2011.
   
 
99.2  
Press release announcing the financing transactions, dated April 8, 2011.