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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): MARCH 1, 2005
DURA AUTOMOTIVE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-21139 38-3185711
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
2791 RESEARCH DRIVE, ROCHESTER HILLS, MICHIGAN 48309
(Address of Principal Executive Offices, including Zip Code)
(248) 299-7500
(Registrant's Telephone Number, Including Area Code)
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:
[ ] 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)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 1, 2005, Dura Automotive Systems, Inc. (the "Company") and its wholly
owned subsidiary, Dura Operating Corp., entered into a Change of Control
Agreement (the "Agreement") with Mr. Keith Marchiando, the Company's newly
appointed Chief Financial Officer.
Pursuant to the Agreement, if Mr. Marchiando's employment is terminated in
certain circumstances, as set forth in the Agreement, within six months
preceding (in contemplation of a change of control) or two years following the
occurrence of a change of control, then Mr. Marchiando shall be entitled to (i)
receive a lump sum severance benefit equal to three times the sum of one year's
base salary and Mr. Marchiando's average annual incentive compensation, (ii)
receive all base salary accrued but not paid and any vacation accrued but not
used as of the termination date, (iii) receive any unpaid incentive compensation
for the year prior to the termination date and the pro rata incentive
compensation for the time elapsed during the year in which the termination
occurs, (iv) elect to continue health and dental coverage for 36 months, (v)
receive a lump sum benefit payment equal to the amount Mr. Marchiando would have
been entitled to receive under the 2003 Supplemental Executive Retirement Plan
as of the termination date assuming he had 10 additional years of service, and
(vi) extend the exercise period of stock options granted to Mr. Marchiando under
the 1998 Stock Incentive Plan that are exercisable as of the termination date or
pursuant to the change of control. The Company's obligation to provide such
severance benefits is conditioned upon Mr. Marchiando's delivery of a general
release of claims. Mr. Marchiando's Agreement is substantially the same as
similar agreements executed by executive officers of the Company and previously
filed by the Company with the Securities and Exchange Commission.
In addition, as of March 1, 2005 Mr. Marchiando became entitled to participate
in the Company's 2003 Supplemental Executive Retirement Plan. The 2003
Supplemental Executive Retirement Plan has previously been filed by the Company
with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None
(b) None
(c) None
SIGNATURES
According 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, thereunto duly authorized on March 4, 2005.
Dura Automotive Systems, Inc.
/s/ Keith R. Marchiando
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Date: March 4, 2005 By: Keith R. Marchiando
Its: Vice President, Chief Financial Officer
(principal accounting and financial officer)
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