UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 9, 2009
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34365
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41-1990662 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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7800 Walton Parkway, New Albany, Ohio
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43054 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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 2.05. Costs Associated with Exit or Disposal Activities.
On December 11, 2009, Commercial Vehicle Group, Inc. (the Company) filed a Current Report on Form
8-K (the December 11, 2009 Form 8-K) announcing the closure of its Norwalk, Ohio truck cab
assembly facility, as a result of Navistars decision to insource the cab assembly operations
performed at Norwalk into its existing assembly facility in Escobedo, Mexico. At that time, the
Company was unable to make a determination of the estimated costs and cash expenditures associated
with the closure of the Norwalk facility as required by Item 2.05 of Form 8-K. In the December 11,
2009 Form 8-K, the Company undertook to announce further details as the transition plan is
finalized.
The Company is filing this Form 8-K/A to amend the December 11, 2009 Form 8-K to update the
disclosure therein under Item 2.05.
The Company plans to perform the final assembly of product at its Norwalk, Ohio facility in May
2010 and estimates it will incur total (net) expenses related to the closure of its Norwalk, Ohio
facility of approximately $2.6 million, consisting of approximately $0.5 million of
employee-related costs and approximately $2.1 million of facility closure and other costs. Of this
amount, approximately $0.2 million was incurred through December 2009. The Company expects that it
will incur approximately $0.5 million of these employee-related costs and approximately $1.3
million of these facility closure and other costs from April through December 2010. From 2011
through 2016, the Company estimates it will incur expenses related to the closure of approximately
$0.6 million, consisting of a benefit of approximately $0.2 million primarily related to its
employee-related pension and post-retirement plans and an expense of approximately $0.8 million of
facility closure and other costs.
The Company estimates that total (net) cash expenditures resulting from these charges will be
approximately $6.6 million, of which approximately $0.1 million was incurred through March 2010 and
approximately $1.0 million is expected to be incurred from April through December 2010. From 2011
through 2016, the Company estimates it will incur cash expenditures related to the closure of
approximately $5.5 million, primarily related to funding of certain pension and post-retirement
plans and facility lease obligations.
This Current Report on Form 8-K contains forward-looking statements that are subject to risks and
uncertainties. These statements are indicated by words such as expect, estimate or similar
expressions. In particular, this Current Report on Form 8-K contains forward-looking statements
about management estimates of the charges and cash expenditures expected to be incurred in
connection with the closure of the Norwalk facility and the nature of charges to be incurred.
These statements are based upon information available to management as of the date hereof. Actual
results may differ materially from the anticipated results because of certain risks and
uncertainties, including, but not limited to, higher than expected closure expenses, a delay in
implementation of the closure and other risks and uncertainties described in Item 1A. Risk
Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2009. The
Company undertakes no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future operating results over
time, except as required by law. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf of the Company are expressly qualified in
their entirety by such cautionary statements.