ACCURIDE CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2010-12-29: Form 8-K; Period of report 2010-12-22; Description 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 3.02.
- 2010-11-30: Form 8-K; Period of report 2010-11-29; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 1.01.
- 2010-11-24: Form 8-K; Period of report 2010-11-24; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2010-11-18: Form 8-K; Period of report 2010-11-18; Description 3.03 Material Modification to Rights of Security Holders; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 3.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2010-12-29 | 8-K | 2010-12-22 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 Accuride Corporation (the “Company”) issued 993,968 shares of its common stock (the “Exchange Shares”) in two separate exchanges on December 22nd and 29th for an aggregate of $4,172,628 aggregate principal amount of the Company’s 7.5% Senior Convertible Notes due 2020 (the “Convertible Notes”). | a10-24299_18k.htm |
| 2010-11-30 | 8-K | 2010-11-29 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth above under Item 1.01 regarding the Supplemental Indenture is incorporated by reference into this Item 3.03. 8.01 On November 29, 2010, upon settlement of the Conversion Offer (and after taking into account cash paid in lieu of the fractional shares that would have otherwise been issuable) (i) the Company issued 33,606,177 shares of common stock to holders participating in the Conversion Offer upon conversion of $141,076,966 aggregate principal amount of Convertible Notes accepted for conversion by the Company, and (ii) the $141,076,966 aggregate principal amount of Convertible Notes accepted for conversion was cancelled. | a10-19746_218k.htm |
| 2010-11-24 | 8-K | 2010-11-24 | 7.01 Regulation FD Disclosure | 7.01 On November 24, 2010, Accuride Corporation (the “Company”) issued a press release announcing the results of its previously announced conversion offer (the “Conversion Offer”) for all of the Company’s 7.5% Senior Convertible Notes due 2020 (the “Convertible Notes”), a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. | a10-19746_188k.htm |
| 2010-11-18 | 8-K | 2010-11-18 | 3.03 Material Modification to Rights of Security Holders; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 3.03 On November 18, 2010, Accuride Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”) effecting the 1-for-10 reverse stock split of its common stock. 7.01 This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. | a10-19746_168k.htm |
| 2010-11-16 | 8-K | 2010-11-15 | 8.01 Other Events | 8.01 Accuride Corporation (the “Company”) is filing its unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010, set forth in Exhibit 99.1 and presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010. | a10-21286_18k.htm |
| 2010-11-04 | 8-K | 2010-11-04 | 8.01 Other Events | 8.01 On November 4, 2010, Accuride Corporation (the “Company”) issued a press release announcing an intent to amend its previously announced conversion offer for all of the Company’s 7.5% Senior Convertible Notes due 2020, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. | a10-20624_18k.htm |
| 2010-11-04 | 8-K | 2010-11-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 4, 2010, Accuride Corporation (“Accuride”) issued a press release announcing its financial results for the three and nine months ended September 30, 2010 and that it will hold a conference call to discuss such results. | a10-20624_28k.htm |
| 2010-10-25 | 8-K | 2010-10-22 | 8.01 Other Events | 8.01 On October 22, 2010, Accuride Corporation (the “Company”) issued a press release related to the commencement of its previously announced conversion offer for all of the Company’s 7.5% Senior Convertible Notes due 2020, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. | a10-19746_98k.htm |
| 2010-10-06 | 8-K | 2010-10-06 | 8.01 Other Events | 8.01 On October 6, 2010, Accuride Corporation (the “Company”) issued a press release related to a conversion offer for all of the Company’s 7.5 percent Senior Convertible Notes due 2020, a 1-for-10 reverse stock split of the Company’s common stock and other transactions described therein, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. | a10-19004_18k.htm |
| 2010-08-27 | 8-K | 2010-08-27 | 7.01 Regulation FD Disclosure | 7.01 On August 27, 2010, Accuride Corporation (the “Company”) delivered a Notice of Adjustment of Conversion Rate (the “Notice”) to the registered holders of its 7.5% Senior Convertible Notes due 2020 (the “Notes”). | a10-16501_18k.htm |
| 2010-08-10 | 8-K | 2010-08-10 | 8.01 Other Events | 8.01 Accuride Corporation (the “Company”) is filing its unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the six-month period ended June 30, 2010 set forth in Exhibit 99.1 and presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010. | a10-15501_18k.htm |
| 2010-08-03 | 8-K | 2010-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2010, Accuride Corporation (“Accuride”) issued a press release announcing its financial results for the three and six months ended June 30, 2010 and that it will hold a conference call to discuss such results. | a10-15165_18k.htm |
| 2010-08-02 | 8-K | 2010-07-28 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 The Company used borrowings under the ABL Facility, proceeds from the sale of the Notes and cash on hand, to consummate the Refinancing. 2.03 The information provided in Item 1.01 under “The ABL Facility” is incorporated by reference into this Section 2.03. 5.02 On July 28, 2010, the Company’s Board of Directors (the “Board”) revised the compensation structure for the Company’s non-employee directors. 7.01 This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. | a10-14942_18k.htm |
| 2010-07-22 | 8-K | 2010-07-22 | 7.01 Regulation FD Disclosure | 7.01 This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. | a10-14524_18k.htm |
| 2010-07-19 | 8-K | 2010-07-19 | 7.01 Regulation FD Disclosure | 7.01 This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. | a10-14263_28k.htm |
| 2010-07-19 | 8-K | 2010-07-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 The information in Item 7.01 of this Form 8-K is incorporated herein by reference and is furnished to, but not filed with, the Securities and Exchange Commission in this Item 2.02. 7.01 In connection with a proposed private placement of securities, Accuride Corporation (the “Company”) is disclosing preliminary financial estimated operating results for the second fiscal quarter of 2010, which had not been previously reported to the public, to certain potential investors. | a10-14263_18k.htm |
| 2010-05-26 | 8-K | 2010-05-26 | 8.01 Other Events | 8.01 Accuride Corporation (the “Company”) is filing its unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the three-month period ended March 31, 2010 set forth in Exhibit 99.1 and presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010. | a10-10871_18k.htm |
| 2010-05-12 | 8-K | 2010-05-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 12, 2010, Accuride Corporation (“Accuride”) issued a press release announcing its financial results for the three months ended March 31, 2010 and that it will hold a conference call to discuss such results. | a10-10003_18k.htm |
| 2010-05-05 | 8-K | 2010-04-29 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 The information provided in Item 1.01 is incorporated by reference herein. | a10-9397_18k.htm |
| 2010-03-24 | 8-K | 2010-03-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 23, 2010, Accuride Corporation (“Accuride”) issued a press release announcing its financial results for the three and twelve month periods ended December 31, 2009 and that it will hold a conference call to discuss such results. | a10-6949_18k.htm |
| 2010-03-17 | 8-K | 2010-03-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a10-6470_18k.htm |
| 2010-03-05 | 8-K/A | 2010-02-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a10-4902_48ka.htm |
| 2010-03-05 | 8-K/A | 2010-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 4, 2010, Accuride Corporation (the “Company”) filed a Current Report on Form 8-K (Acc. No. 0001104659-10-012183) under Item 5.02 disclosing, among other things, that Michael J. Bevacqua, Keith E. Busse, Benjamin C. Duster, I.V., Robert J. Kelly, Stephen S. Ledoux and John W. Risner were appointed to the Board of Directors of the Company (the “Board”), effective February 26, 2010. | a10-4902_38ka.htm |
| 2010-03-04 | 8-K | 2010-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On October 8, 2009, Accuride Corporation (the “Company”) and its domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 7.01 On February 26, 2010, the Company issued a press release announcing the effectiveness of the Plan. | a10-4902_28k.htm |
| 2010-03-04 | 8-K | 2010-02-26 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Effective Date, pursuant to the Plan, all amounts outstanding under the the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, among the Company, Deutsche Bank Trust Company Americas, as administrative agent, and the other agents and parties thereto (the “DIP Credit Agreement”) were paid and the DIP Credit Agreement was terminated in accordance with its terms. 2.03 The information regarding the Amended and Restated Credit Agreement and the Indenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 Pursuant to Plan, on the Effective Date, the Company issued an aggregate of (i) 2,000,000 shares of Common Stock to holders of Old Common Stock, (ii) 98,000,000 shares of Common Stock to holders of Old Notes, (iii) 25,000,000 shares of Common Stock to the Backstop Providers and (iv) 987,322 shares of Common Stock, net of shares withheld for tax purposes, to William M. Lasky, the Company’s Chief Executive Officer and 307,560 shares of Common Stock, net of shares withheld for tax purposes, to James H. Woodward, Jr., the Company’s Chief Financial Officer, pursuant to the Key Executive Incentive Plan described in the Company’s Current Report on Form 8-K filed on December 1, 2009. 3.03 The information regarding the cancellation of Equity Interests and the Old Notes set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The consummation of the reorganization pursuant to the Plan may be deemed to result in a change in control of the Company. 5.03 On the Effective Date, pursuant to the Plan, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). | a10-4902_18k.htm |
| 2010-02-22 | 8-K | 2010-02-18 | 1.03 Bankruptcy or Receivership; 8.01 Other Events | 1.03 On October 8, 2009, Accuride Corporation (the “Company”) and its domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 8.01 On February 18, 2010, the Company issued a press release announcing that the Bankruptcy Court entered the Confirmation Order. | a10-4233_18k.htm |
| 2010-01-06 | 8-K | 2010-01-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 1, 2010, Accuride Corporation (the “Company”) appointed Greg Risch as Vice President — Chief Accounting Officer, in which capacity Mr. Risch will serve as the Company’s principal accounting officer. | a10-1069_88k.htm |