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):
 
April 1, 2015

CORE MOLDING TECHNOLOGIES, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-12505
31-1481870
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
800 Manor Park Drive, Columbus, Ohio
 
43228-0183
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

 
 
 
Registrant’s telephone number, including area code:
 
614-870-5000

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))





Item 1.01. Entry into a Material Definitive Agreement.
On April 1, 2015, Core Molding Technologies, Inc. (the “Company”) entered into Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of July 18, 2007 (collectively, the “Rights Agreement”). Pursuant to this amendment, the Final Expiration Date (as defined in the Rights Agreement) was advanced from July 18, 2017 to April 1, 2015. As a result of this amendment, effective as of the close of business on April 1, 2015, the Rights (as defined in the Rights Agreement) expired and are no longer outstanding and the Rights Agreement has terminated by its terms. The description herein of the amendment to the Rights Agreement is qualified in its entirety by reference to the amendment, a copy of which is filed as Exhibit 4(b)(1) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated by reference into this Item 1.02. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on a Current Report on Form 8-K as Exhibit 4.1 on July 19, 2007 and are incorporated by reference into this Item 1.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, on July 18, 2007, the Company filed a Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Series A Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, on April 2, 2015, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Series A Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock. The description herein of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is filed as Exhibit 3(a)(5) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01      Other Events.
On April 2, 2015, the Company issued a press release announcing the termination of the Rights Agreement and filing of the Certificate of Elimination. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
3(a)(5)
Certificate of Elimination of Series A Junior Participating Preferred Stock of Core Molding Technologies, Inc., as filed with the Secretary of State of the State of Delaware on April 2, 2015.
4(b)
Stockholder Rights Agreement, dated as of July 18, 2007, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company, LLC, which includes as Exhibit A thereto a Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Form of Summary of Rights to Purchase Preferred Stock (incorporated herein by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 19, 2007).
4(b)(1)
Amendment No. 1 to Stockholder Rights Agreement, dated as of April 1, 2015, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company, LLC.
99.1
Press Release issued by Core Molding Technologies, Inc. on April 2, 2015.




SIGNATURE
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.
CORE MOLDING TECHNOLOGIES, INC.
By:
/s/ John P. Zimmer
Name:
John P. Zimmer
Title:
Vice President, Secretary, Treasurer and Chief Financial Officer
    
DATED: April 2, 2015




Exhibit
No.
Description
3(a)(5)
Certificate of Elimination of Series A Junior Participating Preferred Stock of Core Molding Technologies, Inc., as filed with the Secretary of State of the State of Delaware on April 2, 2015.
4(b)
Stockholder Rights Agreement, dated as of July 18, 2007, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company, LLC, which includes as Exhibit A thereto a Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Form of Summary of Rights to Purchase Preferred Stock (incorporated herein by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 19, 2007).
4(b)(1)
Amendment No. 1 to Stockholder Rights Agreement, dated as of April 1, 2015, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company, LLC.
99.1
Press Release issued by Core Molding Technologies, Inc. on April 2, 2015.




Exhibit 3(a)(5)

CERTIFICATE OF ELIMINATION OF THE SERIES A JUNIOR 
PARTICIPATING PREFERRED STOCK OF
CORE MOLDING TECHNOLOGIES, INC.

Core Molding Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
FIRST : That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation (the “ Board ”), in connection with the Corporation’s Stockholder Rights Agreement between the Corporation and American Stock Transfer & Trust Company dated as of July 18, 2007 (the “ Rights Agreement ”), by resolution duly adopted, authorized the issuance of a series of one million (1,000,000) shares of Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on July 18, 2007, filed a Certificate of Designation (the “ Series A Certificate of Designation ”) with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware.
SECOND : That no shares of said Series A Preferred Stock are outstanding and no shares thereof will be issued subject to said Series A Certificate of Designation.
THIRD : That the Board has adopted the following resolutions:
RESOLVED, that the Rights Agreement shall be amended to accelerate the Final Expiration Date (as defined in the Rights Agreement) to April 1, 2015 and that the appropriate officers of the Corporation, or any one or more of them, hereby are authorized and directed in the name and on behalf of the Corporation to enter into an amendment to the Rights Agreement to effectuate such acceleration;
RESOLVED FURTHER , that pursuant to the authority conferred on the Board by the provisions of Section 151 of the Delaware General Corporation Law (the “ DCGL ”), the Board hereby eliminates the Series A Preferred Stock, none of which is currently outstanding and none of which will be issued subject to the Series A Certificate of Designation therefor, and all such Series A Preferred Stock shall resume the status of authorized but unissued and non-designated shares of preferred stock;
RESOLVED FURTHER , that the appropriate officers of the Corporation, or any one or more of them, hereby are authorized, in the name and on behalf of the Corporation, pursuant to Section 151(g) of the DGCL, to execute and file a Certificate of Elimination of the Series A Preferred Stock with the Secretary of State of the State of Delaware, which shall have the effect when filed with the Secretary of State of the State of Delaware of eliminating from the Certificate of Incorporation of the Corporation, as amended, all matters set forth in the Series A Certificate of Designation with respect to such Series A Preferred Stock;
RESOLVED FURTHER , that the appropriate officers of the Corporation, or any one or more of them, hereby are authorized and directed in the name and on behalf of the Corporation to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved.
FOURTH : That, accordingly, all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
FIFTH : That all Series A Preferred Stock shall resume the status of authorized but unissued and non-designated shares of Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer this 2 nd day of April, 2015.

CORE MOLDING TECHNOLOGIES, INC.
By: _/s/ John P. Zimmer
Name: John P. Zimmer
Title: Vice President, Secretary, Treasurer
and Chief Financial Officer


Exhibit 4(b)(1)


AMENDMENT NO. 1 to Stockholder Rights Agreement
between
CORE MOLDING TECHNOLOGIES, INC.
and
American Stock Transfer & Trust Company, LLC, as Rights Agent
This Amendment No. 1 (the “ Amendment ”), dated as of April 1, 2015, to the Stockholder Rights Agreement (the “ Rights Agreement ”), dated as of July 18, 2007, between Core Molding Technologies, Inc., a Delaware corporation (the “ Company ”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “ Rights Agent ”), is being executed at the direction of the Company. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend the Rights Agreement prior to the Distribution Date.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:
1.
Amendments
a. Section 1(u) of the Rights Agreement is hereby deleted in its entirety and replaced with the following:
 “ Final Expiration Date ” shall mean 5:00 P.M., Columbus, Ohio time on April 1, 2015, unless the Rights are previously redeemed, exchanged or terminated.”

b.
All references to the date of “July 18, 2017” in Exhibit B (the Form of Right Certificate) and Exhibit C (the Form of Summary of Rights to Purchase Preferred Stock) to the Rights Agreement shall hereby be changed to “April 1, 2015”.
2. Remaining Terms. Those portions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the Company acknowledge and agree that upon the Expiration Date the Rights Agreement shall terminate and be of no further force and effect.

 3. Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




The parties hereto have caused this Amendment to be executed and delivered as of the date first written above.
 
    
 
 
CORE MOLDING TECHNOLOGIES, INC.
 
By:_ /s/ John P. Zimmer ______________
Name: John P. Zimmer
Title: Vice President, Secretary, Treasurer and Chief Financial Officer
 
    
 
 
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
 
By:_ /s/ Michael A. Nespoli ______________
Name: Michael A. Nespoli
 
Title: Executive Director
 


















[Signature Page to Amendment to Rights Agreement]

Exhibit 99.1

For Immediate Release
Contact:
Kevin Barnett
(614) 870-5603


Core Molding Technologies Terminates Stockholder Rights Plan
 
COLUMBUS, Ohio - April 2, 2015 - Core Molding Technologies, Inc. (NYSE MKT: CMT) today announced that its board of directors voted to approve the accelerated termination of the company’s stockholder rights plan effective April 1, 2015 to further enhance the company's corporate governance profile. The stockholder rights plan was originally scheduled to expire on July 18, 2017.  Stockholders do not have to take any action as a result of this accelerated termination.

The decision to terminate the stockholder rights plan was the result of careful analysis including input from corporate governance experts and the company's shareholders. “The termination of the stockholder rights plan demonstrates the Board's commitment to best practices in corporate governance. Our decision incorporates valuable shareholder feedback, while ensuring that we have appropriate measures and policies in place to manage our business effectively,” said Kevin L. Barnett, president and chief executive officer.

About Core Molding Technologies, Inc.
 
Core Molding Technologies, Inc. is a manufacturer of sheet molding compound (SMC) and molder of fiberglass reinforced thermoset and thermoplastic materials. Core specializes in large-format moldings and offers a wide range of fiberglass processes, including compression molding of SMC, glass mat thermoplastics (GMT) and bulk molding compounds (BMC); compression and transfer molding of direct long-fiber thermoplastics (D-LFT); spray-up, lay-up, resin transfer (RTM) and vacuum resin transfer molding (V-RTM). Additionally, the company offers reaction injection molding (RIM) of dicyclopentadiene (DCPD). Core serves a wide variety of markets, including the medium and heavy-duty truck, marine, automotive, agriculture, construction and other commercial products markets. Headquartered in Columbus, Ohio, Core maintains plants in Columbus and Batavia, Ohio; Gaffney, South Carolina; Winona, Minnesota; and Matamoros, Mexico. For further information, visit the company's website at www.coremt.com.

This press release contains certain forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements involve known and unknown risks and are subject to uncertainties and factors relating to Core Molding Technologies' operations and business environment, all of which are difficult to predict and many of which are beyond Core Molding Technologies' control. These uncertainties and factors could cause Core Molding Technologies' actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

Core Molding Technologies believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made in this report: business conditions in the plastics, transportation, marine and commercial product industries; federal and state regulations (including engine emission regulations); general economic, social and political environments in the countries in which Core Molding Technologies operates; safety and security conditions in Mexico; dependence upon certain major customers as the primary source of Core Molding Technologies' sales revenues; efforts of Core Molding Technologies to expand its customer base; the actions of competitors, customers, and suppliers; failure of Core Molding Technologies' suppliers to perform their obligations; the availability of raw materials; inflationary pressures; new technologies; regulatory matters; labor relations; the loss or inability of Core Molding Technologies to attract and retain key personnel; federal, state and local environmental laws and regulations; the availability of capital; the ability of Core Molding Technologies to provide on-time delivery to customers, which may require additional shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation or rescheduling of orders; management's decision to pursue new products or businesses which involve additional costs, risks or capital expenditures; and other risks identified from time-to-time in Core Molding Technologies' other public documents on file with the Securities and Exchange Commission, including those described in Item 1A of the 2014 Annual Report to Shareholders on Form 10-K.