UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 2021
STONERIDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Ohio |
001-13337 |
34-1598949 |
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(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
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of Incorporation) |
File Number) |
Identification No.) |
39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377
(Address of principal executive offices, and Zip Code)
(248) 489-9300
Registrant’s Telephone Number, Including Area Code
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Shares, without par value |
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SRI |
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New York Stock Exchange |
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. ☐
Explanatory Note:
This amendment to Form 8-K amends the Company’s original Form 8-K filed with the SEC on May 12, 2021.
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ITEM 1.01 |
Entry into a Material Definitive Agreement. |
On May 7, 2021, Stoneridge, Inc. (the “Company”), as seller, entered into a Real Estate Purchase and Sale Agreement (the “Agreement”) with Sun Life Assurance Company of Canada, a Canadian corporation, as buyer (the “Buyer”), to sell the land and building located at 300 Dan Road, in Canton, Massachusetts for $38.2 million (subject to adjustment pursuant to the Agreement).
On May 20, 2021, the Company and the Buyer entered into an amendment to the Agreement (the “Amendment”) to extend the Buyer’s study period by one week until May 27, 2021 (the “Study Period”), which the Company and the Buyer may agree to extend further. During the Study Period, the Buyer may conduct on-site visits and reasonably necessary inspections of the property and shall have the option to terminate the Agreement. Provided that the Buyer has not terminated the Agreement, the closing of the sale of the Canton, Massachusetts land and building shall occur on the date that is ten days following the conclusion of the Study Period or if applicable, the first business day thereafter, unless otherwise agreed upon in writing by the Company and the Buyer.
The description of the Amendment does not purport to be complete and is qualified in its entirety to the full text of the Amendment which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Description |
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104 |
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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Stoneridge, Inc. |
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Date: May 24, 2021 |
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/s/ Robert R. Krakowiak |
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Robert R. Krakowiak, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 10.1
FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
This First Amendment to Real Estate Purchase and Sale (this "Amendment") is made effective as of May 20, 2021 by and between Stoneridge, Inc., an Ohio corporation (“Seller”) and Sun Life Assurance Company of Canada, a Canadian corporation (“Buyer”).
Seller and Buyer are parties to that certain Real Estate Purchase and Sale Agreement with an Effective Date of May 7, 2021 (the "Agreement of Sale”), pursuant to which Buyer agreed to acquire from Seller certain real property known as 300 Dan Road, Canton, Massachusetts, as more particularly described in the Agreement of Sale. Seller and Buyer now desire to amend the Agreement of Sale.
Now therefore, in consideration of the terms and conditions contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree to amend the Agreement of Sale as follows:
1.Study Period. Section 1.20 of the Agreement of Sale is hereby amended to delete the date “May 20th, 2021” and to insert in place thereof the date “May 27th, 2021.”
2.Tenant Allowance. Section 7.2 of the Agreement of Sale is hereby amended to add the following at the end of the Section:
“In addition, Seller shall credit Buyer at Closing for any portion of the $1,325,600.00 Tenant Improvement Allowance payable to the Tenant pursuant to Section 3(e) of Addendum 5 to the Lease which remains unpaid as of the Closing Date.”
3.Miscellaneous. As amended hereby, the Agreement of Sale remains in full force and effect. In the event of conflict between the terms and conditions of the Agreement of Sale and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. This Amendment may be executed in one or more counterparts. Delivery of an executed counterpart of a signature page to this Amendment by Docu-Sign or PDF by email shall be as effective as delivery of an original executed counterpart of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.
BUYER:
SUN LIFE ASSURANCE COMPANY OF CANADA
By: BentallGreenOak (U.S.) Limited Partnership, a Delaware limited partnership, its general partner
By: BentallGreenOak (U.S.) GP, LLC, a Delaware limited liability company, its general partner
By:_/s/ Kevin Rivest__________________
Name: _Kevin Rivest_________________
Title: _Managing Director_____________
By:__/s/ Kevin Yen___________________
Name: _Kevin Yen____________________
Title: _Vice President__________________
SELLER:
STONERIDGE, INC.
By:_/s/ Robert R. Krakowiak___________
Name: _Robert R. Krakowiak__________
Title: Executive Vice President, Chief Financial Officer