Commercial Vehicle Group, Inc. (Form: 8-K, Received: 03/09/2011 17:20:27)

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): March 8, 2011

Commercial Vehicle Group, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	001-34365	4 1-1990662
(State or other jurisdiction	(Commission File Number)	(I.R.S Employer
of incorporation)		Identification No.)


7800 Walton Parkway, New Albany, Ohio		43054
(Address of principal executive offices)		(Zip code)

Registrant’s 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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 3.03. Material Modification to Rights of Security Holders
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-4.1

Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2011, the Board of Directors (the “Board of Directors”) of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), adopted, and the Company entered into, Amendment No. 1 (the “Amendment”) to the Company’s Stockholder Rights Plan as set forth in the Rights Agreement, dated as of May 21, 2009 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A. The Amendment amended and accelerated the Final Expiration Date (as such term is defined in the Rights Agreement) to March 8, 2011.

As a result of the Amendment, (i) the Rights Agreement was terminated on March 8, 2011, the Final Expiration Date, (ii) the rights to purchase shares of Series A Preferred Stock, par value $.01 per share, of the Company (the “Rights”) pursuant to the Rights Agreement expired on March 8, 2011, (iii) since the Final Expiration Date, no Rights are associated with or attached to any outstanding shares of the Company’s common stock, par value $0.01 per share, and (iv) since the Final Expiration Date, no person has any rights under the Rights Agreement.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing is also qualified in its entirety by reference to the descriptions and full text of the Rights Agreement, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 22, 2009 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

The information set forth in Item 1.01 is incorporated in this Item 1.02 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated in this Item 3.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1

Amendment No. 1 to Rights Agreement, dated as of March 9, 2011, by and between Commercial Vehicle Group, Inc. and Computershare Trust Company, N.A. (Filed herewith).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COMMERCIAL VEHICLE GROUP, INC.
Date: March 9, 2011	By	/s/ Chad M. Utrup
		Name:	Chad M. Utrup
		Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

4.1		Amendment No. 1 to Rights Agreement, dated as of March 9, 2011, by and between Commercial Vehicle Group, Inc. and Computershare Trust Company, N.A.

Exhibit 4.1

AMENDMENT NO. 1
TO
RIGHTS AGREEMENT

This AMENDMENT NO. 1 to RIGHTS AGREEMENT (this “ Amendment ”) between Commercial Vehicle Group, Inc., a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A., as rights agent (the “ Rights Agent ”), is dated March 9, 2011 and effective as of March 8, 2011 (“Effective Date”).

WHEREAS, the Company and the Rights Agent entered into that certain Rights Agreement, dated as of May 21, 2009 (the “ Rights Agreement ”);

WHEREAS, Section 27 of the Rights Agreement permits the amendment of the Rights Agreement by the Board of Directors of the Company (the “Board”);

WHEREAS, the Board, by resolutions duly adopted, has deemed it advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Rights Agreement, as set forth below, in order to effectuate the termination of the Rights Agreement as of the date hereof; and

WHEREAS, no Person (as such term is defined in the Rights Agreement) has become an Acquiring Person (as such term is defined in the Rights Agreement); and

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. Amendments to the Rights Agreement.

(a) Paragraph (a), clause (i) of Section 7 of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

“(i) the Close of Business on March 8, 2011 (the “ Final Expiration Date ”),”

(b) Section 7 of the Rights Agreement is hereby amended and supplemented by adding the following provision immediately following clause (f) thereof:

“(g) The Rights shall expire on the Final Expiration Date, and upon such expiration, all rights pertaining thereto shall be extinguished.”

(c) The paragraph under “Expiration” of the Summary of Rights to Purchase Preferred Shares, attached as Exhibit C to the Rights Agreement, is hereby amended so that the reference to “May 20, 2019” is replaced with “March 8, 2011”.

(d) The Exhibits to the Rights Agreement are hereby restated to reflect this Amendment, including all conforming changes.

2. Effect of this Amendment . It is the intent of the parties that this Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date. Except as otherwise expressly provided in this Amendment, the Rights Agreement shall remain unchanged and in full force and effect.

3. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

4. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

5. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6. Descriptive Captions . The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Rights Agreement to be duly executed and delivered as of the Effective Date.


		COMMERCIAL VEHICLE GROUP, INC.

		By:		/s/ Chad M. Utrup
		Name:		Chad M. Utrup
		Title:		Chief Financial Officer

		COMPUTERSHARE TRUST COMPANY, N.A.

		By:		/s/ Kellie Gwinn
		Name:		Kellie Gwinn
		Title:		Vice President

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