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) November 10, 2015
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported) November 10, 2015
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-10716 (Commission File Number) | 38-2687639 (IRS Employer Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan (Address of principal executive offices) | 48304 (Zip Code) |
Registrant’s telephone number, including area code (248) 631-5400
Not Applicable
(Former name or former address, if changed since last report)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 November 10, 2015, TriMas Corporation (the “Corporation”) announced that the Board of Directors had authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Corporation may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $50 million. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or tender offers. The Share Repurchase Program does not have an expiration date and does not obligate the Corporation to purchase any shares. The authorization for the Share Repurchase Program may be terminated, increased or decreased by the Corporation’s Board of Directors at any time. A copy of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of TriMas under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
99.1 | Press release dated November 10, 2015 | |
_________________
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.
TRIMAS CORPORATION | |||||
Date: | November 10, 2015 | By: | /s/ Joshua A. Sherbin | ||
Name: Joshua A. Sherbin | |||||
Title: Vice President, General Counsel and Corporate Secretary | |||||
FOR IMMEDIATE RELEASE | CONTACT: | Sherry Lauderback | |
VP, Investor Relations & Communications | |||
(248) 631-5506 | |||
sherrylauderback@trimascorp.com | |||
TRIMAS ANNOUNCES SHARE REPURCHASE AUTHORIZATION
Board Authorizes up to $50 Million Buyback
BLOOMFIELD HILLS, Michigan, November 10, 2015 – TriMas Corporation (NASDAQ: TRS) – a diversified global manufacturer of engineered and applied products – announced today that its Board of Directors has authorized a share repurchase program that enables the Company to purchase up to $50 million of its outstanding common stock.
“The board’s authorization of the repurchase program provides for another capital allocation alternative, reflecting our commitment to enhancing shareholder value,” said Dave Wathen, TriMas president and chief executive officer. “We expect our level of free cash flow generation to enable us to balance organic growth initiatives, debt reduction, investment in selective, value-creating acquisitions and share repurchases based on highest expected risk-adjusted returns, and optimize our capital structure.”
The program is effective immediately and has no expiration date. The shares may be repurchased from time to time in the open market or in privately negotiated transactions. The extent to which TriMas repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, share price, regulatory requirements, other available uses of capital and other corporate considerations. The repurchase program may be suspended or discontinued at any time. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.
Notice Regarding Forward-Looking Statements
Any “forward-looking” statements contained herein, including, but not limited to, those relating to the Company’s business, financial condition or future results, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to: the Company's leverage; liabilities imposed by the Company's debt instruments; market demand; competitive factors; supply constraints; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; technology factors; litigation; government and regulatory actions; the Company's accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company's business and industry; the Company’s ability to integrate Allfast and attain the expected synergies, including that the acquisition is accretive; the Company’s ability to attain the Financial Improvement Plan targeted savings and free cash flow amounts; future prospects of the Company; and other risks that are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into four reportable segments:
Packaging, Aerospace, Energy and Engineered Components. TriMas has approximately 4,000 employees at more than 50 facilities in 16 countries. For more information, visit www.trimascorp.com.
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