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): September 28, 2007
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50890
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41-1990662 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 6530 West Campus Oval, New Albany, Ohio
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43054 |
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| (Address of principal executive offices)
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(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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2007, the Registrant, certain of its subsidiaries, U.S. Bank National Association,
as Administrative Agent, Comerica Bank, as Syndication Agent, and the various lenders party thereto
entered into the Tenth Amendment to the Revolving Credit and Term Loan Agreement (the “Tenth
Amendment”). Pursuant to the terms of the Tenth Amendment, the lenders party thereto consented to
various amendments, including but not limited to, reporting and financial ratios which included the
fixed charge ratio and the total funded ratio.
A copy of the Tenth Amendment is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 8.01 Other Events.
On August 16, 2007, the Registrant, certain of its subsidiaries, U.S. Bank National Association, as
Administrative Agent, Comerica Bank, as Syndication Agent, and the various lenders party thereto
entered into an Amendment and Waiver Letter to the Revolving Credit and Term Loan Agreement (the
“Amendment and Waiver”). Pursuant to the terms of the Amendment and Waiver, the lenders party
thereto consented to increase the size of permitted acquisitions to $40 million and waived any
default or event of default in connection with intercompany loans, contributions to capital,
investments in capital stock or mixed stock and indebtedness certificates in connection with
permitted acquisitions that may have occurred prior to the date of such permitted acquisition.
A copy of the Amendment and Waiver is attached hereto as Exhibit 10.2 and incorporated herein by
reference.
On October 1, 2007, Commercial Vehicle Group, Inc. issued a press release announcing the
acquisition of PEKM Kabeltechnik s.r.o., a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
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Tenth Amendment to Revolving Credit and Term Loan Agreement, dated as of September 28, 2007,
by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time
parties thereto, the foreign currency borrowers from time to time parties thereto, the banks
from time to time parties thereto, U.S. Bank National Association, one of the banks, as
administrative agents for the banks, and Comerica Bank, one of the banks, as syndication agent
for the banks. |
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| 10.2 |
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Amendment and Waiver Letter to Revolving Credit and Term Loan Agreement, dated as of August
16, 2007, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to
time parties thereto, the foreign currency borrowers from time to time parties thereto, the
banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as
administrative agents for the banks, and Comerica Bank, one of the banks, as syndication agent
for the banks. |
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| 99.1 |
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Press release dated October 1, 2007, announcing the acquisition of PEKM Kabeltechnik s.r.o. |