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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 30, 2021
 
 
Core Molding Technologies, Inc.
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-12505
 
31-1481870
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
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
 
(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))
Securities registered pursuant to Section 12(b) of the
 
Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.01
CMT
NYSE American
 
LLC
Preferred Stock purchase rights, par value $0.01
N/A
NYSE American
 
LLC
Indicate by check mark whether the registrant is an emerging
 
growth company as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
 
of the Securities Exchange Act of 1934 (§ 240.12b-
2 of this chapter). Emerging growth company
☐
 
 
If an emerging growth company,
 
indicate by check mark if the registrant has elected not to use the
 
extended
transition period for complying with any new or revised financial
 
accounting standards provided pursuant to Section
13(a) of the Exchange Act
 
 
Item 1.01
 
Entry into a Material Definitive Agreement.
On March 30, 2021 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,
 
as Rights Agent, dated as of April 21, 2020
(collectively, the “Rights Agreement”). Pursuant to this amendment, the Final Expiration Date
(as defined in the Rights Agreement) was advanced from April 20, 2021 to March 31, 2021. As a
result of this amendment, effective as of the close of business on March 31, 2021, 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 April 22, 2020 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 April 21, 2020, the
Company filed a Certificate of Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth
the rights, powers and preferences of the Series B Junior Participating Preferred Stock issuable
upon exercise of the Rights (the “Series B Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, on
April 1, 2021, the Company filed a Certificate of Elimination (the “Certificate of Elimination”)
with the Secretary of State of the State of Delaware eliminating the Series B 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.
 
 
 
 
 
 
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: Executive Vice
 
President, Treasurer,
Secretary and Chief Financial Officer
 
 
 
 
Date:
 
April 5, 2021
 
 
 
 
 
 
CERTIFICATE OF ELIMINATION
 
OF THE SERIES B 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 April
21, 2020 (the “
Rights Agreement
”), by resolution duly adopted, authorized the issuance of a series
 
of one
hundred thousand (100,000) shares of Series B Junior Participating Preferred
 
Stock (the “
Series B
Preferred Stock
”) and established the voting powers, designations, preferences
 
and relative, participating
and other rights, and the qualifications, limitations or restrictions thereof,
 
and, on April 21, 2020, filed a
Certificate of Designation (the “
Series B Certificate of Designation
”) with respect to such Series B
Preferred Stock in the office of the Secretary of State of the State of Delaware.
SECOND
: That no shares of said Series B Preferred Stock are outstanding and no
 
shares thereof will be
issued subject to said Series B 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 March 31, 2021
 
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 B Preferred Stock, none of which
 
is
currently outstanding and none of which will be issued subject to the Series B
Certificate of Designation therefor, and all such Series B 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 B 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 B Certificate
 
of
Designation with respect to such Series B 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 B Certificate of Designation with respect
to the Series B Preferred Stock be, and hereby are, eliminated from the Certificate
 
of Incorporation, as
heretofore amended, of the Corporation.
FIFTH
: That all Series B Preferred Stock shall resume the status of authorized
 
but unissued and non-
designated shares of Preferred Stock.
 
 
 
[Signature Page to Certificate of Elimination]
 
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its
duly authorized officer this 31 day of March,
 
2021.
 
CORE MOLDING TECHNOLOGIES, INC.
 
By: /s/ John Zimmer
 
Name: John P.
 
Zimmer
Title: Executive Vice President, Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 March 30, 2021
 
to the Stockholder Rights
Agreement (the “Rights Agreement”), dated as of April 21, 2020, 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(w) 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 March 31, 2021,
unless the Rights are previously redeemed, exchanged or terminated.”
 
b.
 
All references to the date of “April 20, 2021” in Exhibit B (the Form of Rights
 
Certificate) and
Exhibit C (the Form of Summary of Rights to Purchase Preferred Stock)
 
to the Rights Agreement
shall hereby be changed to “March 31, 2021”.
 
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 Zimmer
Name:
 
John P.
 
Zimmer
Title:
 
Executive Vice President, 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]
 
 
 
 
 
 
EX991P1I0.JPG
 
 
 
FOR IMMEDIATE RELEASE
 
CORE MOLDING TECHNOLOGIES ACCELERATES
 
THE EXPIRATION OF
STOCKHOLDER RIGHTS PLAN
 
 
COLUMBUS, Ohio – Core Molding Technologies, Inc. (NYSE American: CMT) today announced that its
board of directors voted to accelerate the expiration of the company’s
 
stockholder rights plan to March 31,
2021 to
 
further enhance
 
the company's
 
corporate governance
 
profile. The
 
stockholder rights
 
plan was
originally scheduled to expire on April 20, 2021.
 
Stockholders do not have to take any action as a result of
this accelerated termination.
 
The decision to
 
accelerate the expiration
 
of the stockholder
 
rights plan
 
was the result
 
of careful analysis
including input from corporate
 
governance experts. The plan
 
was adopted in
 
April of 2020
 
to protect against
any potential future use of
 
coercive or abusive takeover techniques and
 
to help ensure that the Company’s
stockholders were not deprived
 
of the opportunity to
 
realize the full and
 
fair value of their
 
investment.
 
In
adopting the plan, the
 
Board had taken note
 
of the unprecedented impact of
 
the COVID-19 pandemic on the
Company, including
 
in the Company’s
 
stock price, the
 
substantial increase in
 
trading volume and
 
market
volatility, and
 
the significant impact
 
the pandemic had
 
across the manufacturing
 
industry.
 
At the time
 
of
adoption of
 
the plan
 
the Company’s
 
stock price
 
was trading
 
at approximately
 
$2.40 per
 
share. Shares
currently trade at approximately $11.50 per share, a 380% increase.
 
 
“The acceleration of the expiration of the
 
stockholder rights plan demonstrates the Board's commitment
 
to
best corporate governance practices. Our decision incorporates valuable shareholder feedback, while
ensuring that we have appropriate measures and policies in place to manage our business effectively,”
 
said
David L. Duvall, president and chief executive officer.
 
About Core Molding Technologies,
 
Inc.
 
Core Molding
 
Technologies is
 
a manufacturer
 
of sheet
 
molding compound
 
("SMC") and
 
molder of
thermoset and
 
thermoplastic products.
 
The Company
 
operates in
 
one operating
 
segment as
 
a molder
 
of
thermoplastic and thermoset (plastic)
 
structural products. The Company's
 
operating segment consists of
 
two
component reporting units,
 
Core Traditional and Horizon
 
Plastics. The Company produces
 
and sells molded
products for varied
 
markets, including medium
 
and heavy-duty trucks,
 
automobiles, marine, construction
and other commercial markets. The Company offers customers a wide range of manufacturing
 
processes to
fit various program volume and investment requirements.
 
These processes include compression molding of
SMC, bulk
 
molding compounds
 
("BMC"), resin
 
transfer molding
 
("RTM"), liquid
 
molding of
dicyclopentadiene ("DCPD"),
 
spray-up and
 
hand-lay-up, direct
 
long-fiber thermoplastics
 
("D-LFT") and
structural foam and
 
structural web injection
 
molding ("SIM"). Core
 
Molding Technologies
 
has its
headquarters in
 
Columbus, Ohio,
 
and operates
 
production facilities
 
in Columbus,
 
Ohio; Gaffney,
 
South
Carolina; Winona,
 
Minnesota; Matamoros
 
and Escobedo,
 
Mexico; and
 
Cobourg, Ontario,
 
Canada. For
further information, visit the company's website at www.coremt.com.