form8k.htm
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):
November
13, 2009
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
Wisconsin
|
1-1373
|
39-0482000
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State
or other jurisdiction of incorporation
|
Commission
File Number
|
I.R.S.
Employer Identification Number
|
|
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1500 DeKoven Avenue, Racine,
Wisconsin
|
53403
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Address
of principal executive offices
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Zip
Code
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|
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Registrant’s
telephone number, including area code:
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(262)
636-1200
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Check the
appropriate below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions.
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
TABLE OF
CONTENTS
Item
1.02
|
Termination
of a Material Definitive Agreement.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Item
9.01
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Financial
Statements and Exhibits
|
Signature
INFORMATION TO BE INCLUDED
IN THE REPORT
Item
1.02
|
Termination
of a Material Definitive Agreement.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
As
previously disclosed on a Current Report on Form 8-K dated October 30, 2009
filed by Modine Manufacturing Company (the “Company”), the Company announced the
resignation of Bradley C. Richardson from his role as the Company’s Executive
Vice President – Corporate Strategy and Chief Financial Officer and as a
director of the Company. Mr. Richardson’s resignation as an officer
and director of the Company was effective on November 13, 2009. The
Employment Agreement between Mr. Richardson and the Company dated as of June 15,
2007, as amended by Amendment No. 1 to Employment Agreement dated as of July 1,
2008, is terminated and of no further force or effect as of November 13, 2009 as
a result of Mr. Richardson’s resignation.
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Effective
November 17, 2009, the Board of Directors of the Company adopted an amendment to
the Company’s Bylaws to reduce the number of directors from ten to
nine.
The text
of the amendment is as follows:
3.01. General Powers; Number and
Classification. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its Board of Directors. The Articles
of Incorporation provide that the Board of Directors shall consist of such
number of members as these Bylaws may provide, but not less than
seven. Until this Bylaw is amended to provide for a different number,
the number of directors constituting the whole Board of Directors shall be
nine. No decrease in the number of directors shall have the effect of
shortening the term of an incumbent director.
As
provided in the Articles of Incorporation, the Board of Directors shall be
divided into three classes as nearly equal in number as possible, as determined
by the Board of Directors. The term of office of a director shall be
three years. The classes of directors shall be staggered so that each
expires in succeeding years. At each annual meeting of stockholders,
the number of directors equal to the number of the class whose terms expire at
the time of such meeting shall be elected to hold office until the third
succeeding annual meeting and until their successors shall have been
elected.
The
foregoing description of the Bylaws is qualified in its entirety by reference to
the actual Bylaws, which are filed as Exhibit 3.1 to this Form 8-K and are
hereby incorporated by reference.
Item
9.01
|
Financial
Statements and Exhibits
|
3.1
|
Bylaws
of Modine Manufacturing Company, as amended, effective November 17,
2009
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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.
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Modine Manufacturing
Company
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|
|
|
|
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By:
/s/ Thomas A.
Burke
|
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Thomas
A. Burke
President
and Chief Executive Officer
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|
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|
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By:
/s/ Margaret C.
Kelsey
|
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Margaret
C. Kelsey
Vice
President, Corporate Development,
General
Counsel and Secretary
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Date:
November 18, 2009
EXHIBIT
INDEX
|
Bylaws
of Modine Manufacturing Company, as amended, effective November 17,
2009
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4