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) May 7, 2002.
STONERIDGE, INC.
----------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio 001-13337 34-1598949
- ------------------------------- --------------- -------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
9400 East Market Street, Warren, Ohio 44484
---------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
(330) 856-2443
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
ITEM 5. OTHER EVENTS.
On May 1, 2002 the Company closed a Rule 144A private placement of $200.0
million of its 11 1/2% Senior Notes due 2012, and at the same time entered into
a credit agreement with National City Bank for a $100.0 Term Facility and a
$100.0 million Revolving Facility. As a result, the Company has entered into and
is filing as exhibits to this Form 8-K the following agreements:
Exhibit
- -------
4.1 Indenture dated as of May 1, 2002 among Stoneridge, Inc. as Issuer,
Stoneridge Control Devices, Inc. and Stoneridge Electronics, Inc., as
Guarantors, and Fifth Third Bank, as trustee.
10.1 Credit Agreement dated as of May 1, 2002 among Stoneridge, Inc., as
Borrower, the Lending Institutions Named Therein, as Lenders, National
City Bank, as Administrative Agent, a Joint Lead Arranger and Collateral
Agent, Deutsche Bank Securities Inc., as a Joint Lead Arranger, Comerica
Bank and PNC Bank, National Association, as the Co-Documentation Agents.
10.2 Purchase Agreement dated as of May 1, 2002 among Stoneridge Inc.,
Stoneridge Control Devices Inc., Stoneridge Electronics Inc. and
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and NatCity Investments Inc.
10.3 Registration Rights Agreement dated as of May 1, 2002 among Stoneridge
Inc., Stoneridge Control Devices Inc., Stoneridge Electronics Inc. and
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and NatCity Investments Inc.
1
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 thereunto duly authorized.
STONERIDGE, INC.
Date: May 7, 2002 /s/ Kevin P. Bagby
-------------------------------------
Kevin P. Bagby
Treasurer and Chief Financial Officer
(Principal Financial and Chief
Accounting Officer)
2