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8-K
NN INC filed this Form 8-K on 10/22/2015
Entire Document
 
Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 22, 2015 (October 21, 2015)

 

 

 

LOGO

NN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-23486   62-1096725

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

207 Mockingbird Lane   37604
(Address of principal executive offices)   (Zip Code)

(423) 743-9151

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box 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):

 

¨ 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) On October 21, 2015, John C. Kennedy resigned as a member of the Board of Directors (the “Board”) of NN, Inc. (“NN”). Mr. Kennedy’s resignation from the Board was not the result of any disagreement with NN, its management or its operations, policies or practices.

 

ITEM 7.01 REGULATION FD DISCLOSURE

On October 21, 2015, NN issued a press release announcing Mr. Kennedy’s resignation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of NN, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of NN, Inc., dated October 21, 2015.


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.

Date: October 22, 2015

 

NN, INC.
By:  

/s/ Matthew S. Heiter

Name:   Matthew S. Heiter
Title:   Senior Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release of NN, Inc., dated October 21, 2015.
EX-99.1

Exhibit 99.1

 

LOGO

 

   RE: NN, Inc.
   207 Mockingbird Lane
   3rd Floor
   Johnson City, TN 37604
FOR FURTHER INFORMATION:   
AT THE COMPANY    AT FINANCIAL RELATIONS BOARD
Robbie Atkinson    Marilynn Meek
Corporate Treasurer & Investor Relations    (General info)
(423) 434-8398    212-827-3773

FOR IMMEDIATE RELEASE

October 21, 2015

NN, INC. ANNOUNCES RESIGNATION OF BOARD MEMBER

Johnson City, Tenn, October 21, 2015 –NN, Inc., (NASDAQ: NNBR) a diversified industrial company, today announced that John C. Kennedy has resigned from the Company’s Board of Directors to focus on his growing medical company in Michigan. Mr. Kennedy has served as a member of NN’s Board of Directors since September 2014. Prior to serving as a director at NN, Mr. Kennedy was the founder and Chief Executive Officer at Autocam Corporation.

Mr. Kennedy commented, “I have enjoyed my term as a NN board member; however, with the recent acquisition of Precision Engineered Products and the competitive dynamics of owning a growing medical company, I believe the time is right to step away. Therefore, it is with regret that I have decided to resign from the NN Board of Directors. I look forward to following NN’s success into the future.”

Richard Holder, President and CEO commented, “John has made significant contributions to NN and to the Board of Directors over the past year. His knowledge and expertise were extraordinarily helpful during the Autocam integration. I am joined by the other directors in wishing him well as he focuses his energies on his growing company.”

NN, Inc., a diversified industrial company, manufactures and supplies high precision metal bearing components, industrial plastic and rubber products and precision metal components to a variety of markets on a global basis. Headquartered in Johnson City, Tennessee, NN has 43 manufacturing plants in North America, Western Europe, Eastern Europe, South America and China.

Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements, are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of NN, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking


terminology such as “assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “potential” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: general economic conditions and economic conditions in the industrial sector, inventory levels, regulatory compliance costs and the Company’s ability to manage these costs, start-up costs for new operations, debt reduction, competitive influences, risks that current customers will commence or increase captive production, risks of capacity underutilization, quality issues, availability and price of raw materials, currency and other risks associated with international trade, the Company’s dependence on certain major customers, and the successful implementation of the global growth plan including development of new products. Similarly, statements made herein and elsewhere regarding pending or completed acquisitions are also forward-looking statements, including statements relating to the anticipated closing date of an acquisition, the Company’s ability to obtain required regulatory approvals or satisfy closing conditions, the costs of an acquisition and the Company’s source(s) of financing, the future performance and prospects of an acquired business, the expected benefits of an acquisition on the Company’s future business and operations and the ability of the Company to successfully integrate recently acquired businesses.

For additional information concerning such risk factors and cautionary statements, please see the section titled “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the risk factors included in Exhibit 99.1 to NN’s Current Report on Form 8-K filed on September 22, 2015. Except as required by law, we undertake no obligation to update or revise any forward-looking statements we make in our press releases, whether as a result of new information, future events or otherwise.