SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
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 19, 2010
WABASH
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10883
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52-1375208
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1000
Sagamore Parkway South
Lafayette,
Indiana
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47905
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (765) 771-5310
(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:
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oWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item 1.01. Entry
into a Material Definitive Agreement.
On May
19, 2010, Wabash National Corporation (the “Company”) entered into the
Consent and Amendment No. 1 to the Third Amended and Restated Loan and Security
Agreement by and among the Company and certain of its subsidiaries identified on
the signature page thereto, Bank of America, N.A., as a lender and as agent, and
the other lender parties thereto (the “Amendment”). The Amendment was
entered into to permit the early redemption of the Company’s Series E-G
Preferred Stock and is contingent on the Company’s ability to raise gross
proceeds of $75,000,000 by May 31, 2010 in an underwritten public offering of
its Common Stock. In connection with the Amendment, the Company is
required to pay down its revolving credit facility with no less than $23,000,000
of the proceeds of the offering plus an amount equal to the net cash proceeds in
excess of $75,000,000. The repayment will not reduce the Company’s
revolving loan commitments. Pursuant to the Amendment, if the
availability under the Company’s revolving credit facility is less than
$15,000,000 at any time before the earlier of (i) August 14, 2011 or (ii) the
date that monthly financial statements are delivered for the month ending June
30, 2011, the Company is required to maintain a varying minimum EBITDA and is
restricted in the amount of capital expenditures it can make during such
period. If the Company’s availability is less than $20,000,000
thereafter, the Company is required to maintain a fixed charge coverage ratio
for the 12 month period ending on the last day of the calendar month that ended
most recently prior to such time of not less than 1.10 to 1.0. In
addition, the Amendment modifies the Company’s borrowing base by eliminating a
$12,500,000 facility reserve while reducing the fixed assets sub-limit from
$30,300,000 to $17,800,000.
The
description of the Amendment set forth above does not purport to be complete and
is qualified in its entirety by reference to the provisions of the Amendment,
which is filed hereto as Exhibit
10.1 and is incorporated herein by reference.
Section
2 – Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by
reference.
Section
3 – Securities and Trading Markets
Item
3.03 Material Modifications to Rights of Security Holders.
The
information set forth under Item 1.01 is incorporated herein by
reference.
Section
9 – Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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10.1
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Consent
and Amendment No. 1 to the Third Amended and Restated Loan and Security
Agreement, by and among the Company and certain of its subsidiaries
identified on the signature page thereto, Bank of America, N.A., as a
Lender and as Agent, as the other Lender parties
thereto
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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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Wabash
National Corporation
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Date:
May 21, 2010
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By:
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/s/
Mark J. Weber
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Mark
J. Weber
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Senior
Vice President and
Chief
Financial Officer
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Exhibit
Index
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No. |
Exhibit
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10.1
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Consent
and Amendment No. 1 to the Third Amended and Restated Loan and Security
Agreement, by and among the Company and certain of its subsidiaries
identified on the signature page thereto, Bank of America, N.A., as a
Lender and as Agent, as the other Lender parties
thereto
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