Unassociated Document
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): July 30, 2009
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Explanatory
Note
As
previously disclosed, on July 17, 2009, Wabash National Corporation, a Delaware
corporation (the “Company”), entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with
Trailer Investments, LLC (“Trailer Investments”), an
entity formed for this purpose by Lincolnshire Equity Fund III, L.P., a private
equity investment fund managed by Lincolnshire Management, Inc. (“Lincolnshire”), pursuant to
which, among other things, the Company agreed to issue to Trailer Investments
(i) 20,000 shares of the Company’s Series E redeemable preferred stock (the
“Series E Preferred”),
5,000 shares of the Company’s Series F redeemable preferred stock (the “Series F Preferred”), and
10,000 shares of the Company’s Series G redeemable preferred stock (the “Series G Preferred”, and
together with the Series E Preferred and the Series F Preferred, the “Preferred Stock”), the terms
of which are provided in the certificates of designation for each series of
Preferred Stock (the “Certificates of Designation”),
and (ii) a warrant (the “Warrant”) that is immediately
exercisable at $0.01 per share for a number of newly issued shares of common
stock representing 44.21% of the issued and outstanding common stock of the
Company after giving effect to the issuance of the shares underlying the Warrant
(the “Warrant Shares”),
subject to upward adjustment, for an aggregate purchase price of $35,000,000
(the “Transaction”).
The
Purchase Agreement was previously described in the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 20, 2009 (the
“Prior Form 8-K”). On
August 3, 2009, the Company completed the Transaction (the “Closing”).
Section
1 – Registrant’s Business and Operations
Item 1.01. Entry into
a Material Definitive Agreement.
Investor Rights
Agreement
In
connection with the consummation of the Transaction, the Company entered into an
Investor Rights Agreement dated August 3, 2009 (the “Investor Rights Agreement”)
with Trailer Investments. The Investor Rights Agreement provides
certain benefits to the holders of the Preferred Stock and the Warrant, as well
as certain benefits for Trailer Investments.
Registration Rights
The
Investor Rights Agreement provides for registration rights for the resale of
Warrant Shares that have not yet been sold pursuant to a Registration Statement
or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and that are
not eligible for sale pursuant to Rule 144(b)(i)(1) under the Securities Act
(the “Registrable
Securities”). In particular, it provides that the Company will
file a registration statement with the Securities and Exchange Commission no
later than thirty days after the Closing. Once declared effective,
the Company must maintain the effectiveness of the registration statement;
provided, however, that, for not more than twenty consecutive days or for a
total of not more than forty-five days in any twelve-month period, the Company
may suspend the use of the registration statement in order to delay the
disclosure of material non-public information concerning the
Company. The Investor Rights Agreement also contains customary
provisions pursuant to which the Company has agreed to pay all expenses of the
registration statement and to indemnify the holders of the shares of common
stock being registered for certain liabilities that arise in connection with the
registration statement. The Investor Rights Agreement also provides for ongoing
obligations of the Company to register additional shares for which the Warrant
becomes exercisable, as a result of anti-dilution provisions, or
otherwise.
Agreements
and Covenants
From the
Closing until the time that Trailer Investments and its affiliates, including
investors in funds controlled by Lincolnshire Management, Inc. (collectively
with Trailer Investments, the “Trailer Investors”), cease to
hold a majority of the outstanding preferred stock (the “Preferred Expiration Date”),
the Trailer Investors will have a right of first refusal on any private issuance
of debt or equity securities or other private financing, other than issuances of
debt securities pursuant to the Company’s Third Amended and Restated Loan and
Security Agreement (the “Amended Facility”), or
agreements entered into in connection with the refinancing of that
agreement.
From the
Closing until the time that the Trailer Investors cease to hold or cease to
beneficially own at least 10% of the issued and outstanding common stock of the
Company, the Trailer Investors have the right to nominate five directors (the
“Investor Directors”) to
be elected to the Company’s twelve member board of directors. Subject
to the reasonable approval of the nomination and corporate governance committee
of the board of directors and the satisfaction of all legal and governance
requirements regarding committee membership, at the request of the Trailer
Investors the Investor Directors will have proportional representation on each
committee of the board of directors, other than the Audit Committee, and each
subsidiary of the Company. The Investor Rights Agreement also provides that the
Company will pay the reasonable expenses of the Investor Directors, but that the
Investor Directors are not entitled to receive compensation for their service on
the board of directors. The Company also committed to enter into an
indemnification agreement with each Investor Director, which is described below
in Item 5.02 of this Form 8-K. The Company also agreed to permit
Trailer Investors holding a majority of the Preferred Stock or Registrable
Securities (the “Majority
Trailer Investors”) to designate a non-voting observer to the board of
directors so long as those investors beneficially own at least 2% of the
Company’s common stock.
From the
Closing until the Preferred Expiration Date, the Company agreed that it would
comply with certain customary affirmative covenants, and that, without the
consent of the Majority Trailer Investors, it would not:
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directly
or indirectly declare or make any dividend, distribution, or redemption of
any shares of any class of the Company’s stock other than dividend
payments on the Preferred Stock;
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directly
or indirectly declare or make any payments of management, consulting or
other fees to any affiliate of the Company, which for purposes of the
Investor Rights Agreement includes certain officers, directors and
employees of the Company;
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issue
any notes or debt securities containing equity or voting features or any
capital stock, other equity securities or equity-linked
securities;
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make
loans or advances to, guarantees for the benefit of, or investments in,
any person, subject to exceptions for reasonable advances to employees and
specified types of highly liquid
investments;
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liquidate,
dissolve or effect a recapitalization or reorganization in any form of
transaction, unless, in the case of a recapitalization or reorganization,
such transaction would result in a change of control and the Company pays
to the holders of the Preferred Stock all amounts then due and owing under
the Preferred Stock prior to or contemporaneous with the consummation of
such transaction;
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directly
or indirectly acquire any interest in an entity or joint venture, except
for acquisitions involving aggregate consideration (whether payable in
cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the
time of any such acquisition, the Company and its subsidiaries have
availability for draw-downs under the Amended Facility in an amount equal
to or exceeding $20,000,000 and the ratio of the aggregate indebtedness of
the Company and its subsidiaries as of the most recent month end to the
previous twelve-month EBITDA after giving effect to such acquisition is
less than 6:1;
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reclassify
or recapitalize the capital stock of the Company, subject to certain
exceptions;
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enter
into, or permit any of the Company’s subsidiaries to enter into, any line
of business other than the lines of business in which those entities are
currently engaged and other activities reasonably related
thereto;
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enter
into, amend, modify or supplement any agreement, commitment or arrangement
with any of the Company’s affiliates, except for customary employment
arrangements and benefit programs on reasonable terms and except as
otherwise expressly contemplated by the Investor Rights Agreement or the
Purchase Agreement;
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create,
incur, guarantee, assume or suffer to exist, any indebtedness, other than
(A) indebtedness pursuant to the Amended Facility, and (B) indebtedness in
an aggregate amount not to exceed $10,000,000, provided that such
indebtedness is created, incurred, guaranteed, assumed or suffered to
exist solely to satisfy the Company’s and its subsidiaries’ working
capital requirements, the interest rate per annum applicable to such
Indebtedness does not exceed 9% and the ratio of aggregate indebtedness of
the Company and its subsidiaries as of the most recent month end to the
previous twelve-month EBITDA after giving effect to such creation,
incurrence, guaranty, assumption or sufferance does not exceed
3:1;
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engage
in any transaction that results in a change of control unless the Company
pays to the holders of the Preferred Stock all amounts then due and owing
under the Preferred Stock (including the premium payable in connection
with any redemption relating to a Change of Control) prior to or
contemporaneous with the consummation of such
transaction;
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sell,
lease or otherwise dispose of more than 2% of the consolidated assets of
the Company and its Subsidiaries (computed on the basis of book value,
determined in accordance with GAAP, or fair market value, determined by
the board of directors in its reasonable good faith judgment) in any
transaction or series of related transactions, other than sales of
inventory in the ordinary course of
business;
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make
any amendment to or rescind any provision of the organization documents of
the Company, increase the number of authorized shares of common stock or
Preferred Stock or adversely affect or otherwise impair the rights of the
investors under the Investor Rights Agreement and the terms of the
Preferred Stock; or
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increase
the size of the board of directors or create or change any committee of
the Board.
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For so
long as (i) the holders of the Preferred Stock hold at least 10% of the
Preferred Stock issued pursuant to the Purchase Agreement or (ii) Trailer
Investors in the aggregate hold or beneficially own at least 10% of the issued
and outstanding common stock of the Company or (iii) transferees of Trailer
Investments other than Trailer Investors hold at least one-third of the
Registrable Securities originally subject to the Warrant, (A) the Company shall
permit each such investor to visit and inspect the Company’s and its
Subsidiaries’ properties, to examine their respective books of account and
records and to discuss the Company’s and its Subsidiaries’ affairs, finances and
accounts with their respective officers and employees, all at such reasonable
times as may be requested by such investor, and (B) the Company shall, with
reasonable promptness, provide to each such investor such other information and
financial data concerning the Company and its subsidiaries as such investor may
reasonably request.
For so
long as (i) the Trailer Investors hold at least 10% of the Preferred Stock
issued pursuant to the Purchase Agreement or (ii) the Trailer Investors in the
aggregate hold or beneficially own at least 10% of the issued and outstanding
common stock of the Company, the Company shall pay the reasonable fees and
expenses of any consultant or professional advisor that the Majority Trailer
Investors may engage in connection with the Trailer Investors’ interests in the
Company.
For so
long as (i) the holders of the Preferred Stock hold at least 10% of the
Preferred Stock issued pursuant to the Purchase Agreement or (ii) Trailer
Investors in the aggregate hold or beneficially own at least 10% of the issued
and outstanding common stock of the Company or (iii) transferees of Trailer
Investments other than Trailer Investors hold at least one-third of the
Registrable Securities originally subject to the Warrant, the Company shall
provide to each such investor not later than thirty days before the beginning of
each fiscal year of the Company, but in any event, ten days prior to presenting
such budget to the Board, an annual budget prepared on a monthly basis for the
Company for such fiscal year (displaying anticipated statements of income and
cash flows and balance sheets), and promptly upon preparation thereof any other
significant budgets or forecasts prepared by the Company and any revisions of
such annual or other budgets or forecasts.
Events of Defaults
It is an
event of default under the Investor Rights Agreement if the Company does not
comply with the provisions of the Investor Rights Agreement related to filing
registration statements described above, or if required registration statements
are not declared effective in a timely fashion, which for the initial
registration statement is within 180 days of the Closing if reviewed by the SEC,
or within 90 days if not reviewed. It is also an event of default if,
subject to any applicable cure periods, the Company does not comply with the
other covenants and agreements described above. Upon the occurrence
of an event of default, the Company is obligated, at the election of the holders
of a majority of shares issuable pursuant to the Warrant and the Registrable
Securities, to pay an amount equal to 2.0% of the aggregate fair market value of
the Warrant Shares that are issuable or that are issued and outstanding for each
thirty-day period the event of default continues. Events of default
that continue for three months, subject to certain exceptions for events outside
of the control of the Company and any limitations in the Amended Facility, will
give the holders of the Warrant or the Warrant Shares the ability to cause the
Company to repurchase the Warrant or such Warrant Shares at their fair market
value, as defined in the Investor Rights Agreement.
The
foregoing description of the Investor Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Investor Rights
Agreement, which is filed as Exhibit
10.1 to this Current Report and is incorporated herein by
reference.
Warrant
At
Closing, the Company issued to Trailer Investments the Warrant previously
described in the Company’s Prior Form 8-K. The Warrant is immediately
exercisable at $0.01 per share for 24,762,636 newly issued shares of common
stock representing 44.21% of the issued and outstanding common stock of the
Company on August 3, 2009, after giving effect to the issuance of the shares
underlying the Warrant, subject to upward adjustment to maintain that percentage
if currently outstanding options are exercised. The number of shares of common
stock subject to the Warrant is also subject to upward adjustment to an amount
equivalent to 49.99% of the issued and outstanding common stock of the Company
outstanding immediately after the Closing after giving effect to the issuance of
the shares underlying the Warrant in specified circumstances where the Company
loses its ability to utilize its net operating loss carryforwards, including as
a result of a stockholder of the Company acquiring greater than 5% of the
outstanding common stock of the Company. The Warrant may be exercised for cash
or may be converted into common stock under a customary “cashless exercise”
fixture based upon the trading price of the common stock at the time of
exercise. The Warrant also contains customary anti-dilution adjustment features
for stock splits and the like as well as future issuances of stock or derivative
securities that have sale or exercise prices below the then current market price
or $0.54.
The
foregoing description of the Warrant does not purport to be complete and is
qualified in its entirety by reference to the Warrant, which is filed as Exhibit
10.2 to this Current Report and is incorporated herein by
reference.
Section
3 – Securities and Trading Market
Item
3.02. Unregistered Sales of Equity Securities.
Director
Shares
On May
14, 2009, each non-employee director of the board of directors of the Company,
as part of the director compensation to be paid by the Company for 2009, was
granted 32,374 shares of unrestricted common stock of the Company for an
aggregate grant of 194,244 shares, pursuant to the Company’s 2007 Omnibus
Incentive Plan (the “Omnibus
Plan”). The Omnibus Plan limits grants of unrestricted stock awards in an
aggregate amount of up to 5% of the number of shares of stock available for
issuance under the Plan. In July 2009, the Company discovered that
the May 14, 2009 grant to non-employee directors exceeded the 5% limitation by
118,440 shares, or 19,740 shares per non-employee director, and as such, these
shares were void. In response, and in consideration of the 2009
compensation for service on the board of directors, on July 30, 2009, the board
of directors approved providing each non-employee director the right to receive,
at the election of such non-employee director, either (i) 19,740 shares of the
common stock of the Company or (ii) a cash amount equivalent to the product of
(1) the closing price of the Company’s common stock on the New York Stock
Exchange on the business day after the respective election is received by the
Company and (2) 19,740. Accordingly, up to an aggregate of 118,440
shares will be issued to members of the board of directors in reliance on
Section 4(2) under the Securities Act in a transaction not involving a
public offering.
Warrant
Shares
As
disclosed in Item 3.02 of the Prior Form 8-K, the Company issued the Preferred
Stock and the Warrant in reliance on Section 4(2) under the Securities Act
and Regulation D promulgated thereunder in a transaction not involving a
public offering. Similarly, the shares of common stock issuable upon exercise of
the Warrant, when and if exercised, will be issued in reliance on
Section 4(2) under the Securities Act and Regulation D promulgated
thereunder in a transaction not involving a public offering. The
disclosure in this Item 3.02 supplements the disclosure in Item 3.02 of the
Prior Form 8-K to disclose that the number of shares subject to the Warrant is
initially 24,762,636 shares of newly issued common stock of the Company, subject
to upward adjustment. The disclosure in Item 1.01 of this Form 8-K
under the heading “Warrant” is incorporated herein by reference.
Item
3.03. Material Modification to Rights of Security
Holders.
The
information set forth in Item 1.01 of this Form 8-K under the heading “Investor
Rights Agreement” and under the heading “Warrant” is incorporated herein in its
entirety. The information set forth in Item 5.03 of this Form 8-K
under the heading “Certificates of Designation” is incorporated herein in its
entirety.
As
disclosed in the Prior Form 8-K, both the Certificates of Designation and
Investor Rights Agreement contain provisions that, among other things, provide
Trailer Investments with veto rights over certain significant matters of the
Company’s operations and business, including the ability to pay dividends,
amendments of organization documents of the Company and other material actions
by the Company. Also, as disclosed in the Prior Form 8-K, under the
Amended Facility the Company, among other things, is subject to restrictions on
its ability to repurchase or redeem its common stock and on the payment of cash
dividends to the Company’s common stockholders.
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors of Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In
connection with the Transaction and pursuant to rights provided to Trailer
Investments under the Investor Rights Agreement and Certificates of Designation,
on July 30, 2009 the Company’s board of directors appointed Thomas J. Maloney,
Michael J. Lyons, Vineet Pruthi, James G. Binch and Andrew C. Boynton
(collectively, the “Initial Investor Directors”) to the
board of directors effective as of the Closing. Effective as of the
Closing, Messrs. Maloney and Lyons joined the board of directors’ nominating and
corporate governance committee, and Messrs. Maloney, Lyons, Binch and Pruthi
joined the compensation committee. The Initial Investor Directors,
except for Mr. Boynton, are all principals of Lincolnshire: Mr. Maloney is
President, Messrs. Lyon and Pruthi are Senior Managing Directors and Mr. Binch
is a Managing Director. Mr.
Boynton is the dean of Boston College’s Carroll School of
Management. In their capacities with Lincolnshire each has a
material interest in the transactions between the Company and Lincolnshire
described in this Form 8-K, which involved an investment of $35 million by
Lincolnshire in the Company. Each of Messrs. Maloney, Lyons, Pruthi
and Binch disclaim beneficial ownership of the Preferred Stock and the Warrant,
and the rights associated therewith, except to the extent of their respective
pecuniary interests.
The
Initial Investor Directors are entitled to reimbursement of reasonable expenses
incurred for their service on the board of directors but are not entitled to any
compensation from the Company.
In
connection with the appointment to the board of directors of the Initial
Investor Directors and pursuant to its obligations under the Investor Rights
Agreement, on July 30, 2009, the board of directors adopted an indemnification
agreement, the form of which is filed as Exhibit
10.3 to this Current Report (the “Indemnification Agreement”)
and is incorporated herein by reference. Each of the Initial Investor
Directors entered into the Indemnification Agreement with the Company at the
Closing, and each other director of the Company, including the Company’s Chief
Executive Officer and President, Richard J. Giromini, is also expected to enter
into the form of Indemnification Agreement.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Bylaw
Amendment
On July
30, 2009, the board of directors amended Section 3.2.1. of the Company’s Amended
and Restated Bylaws to increase the maximum size of the board of directors from
nine to twelve (the “Bylaw
Amendment”). The foregoing description of the Bylaw Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amended and Restated Bylaws of the Company, as amended, which are filed as
Exhibit 3.4
to this Current Report and are incorporated herein by reference.
Certificates of
Designations
The terms
of the Preferred Stock are provided in the applicable Certificates of
Designation for each series of Preferred Stock, which were adopted by the
Company’s board of directors and which the Company filed with the Secretary of
State of the State of Delaware on July 31, 2009.
The
dividend rate of the Preferred Stock is as follows:
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Series E
Preferred will have a dividend rate of 15% per annum payable quarterly,
which dividend rate will be increased by 0.5% every quarter if
Series E Preferred is still outstanding after the 5 year
anniversary of its issuance;
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Series F
Preferred will have a dividend rate of 16% per annum payable quarterly,
which dividend rate will be increased by 0.5% every quarter if
Series F Preferred is still outstanding after the 5 year
anniversary of its issuance; and
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Series G
Preferred will have a dividend rate of 18% per annum payable quarterly,
which dividend rate will be increased by 0.5% every quarter if
Series G Preferred is still outstanding after the 5 year
anniversary of its issuance.
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During
the first two years, dividends may be accrued at the election of the Company.
The Preferred Stock also provides the holders with certain rights including an
increase in the dividend rate upon the occurrence of any event of
noncompliance.
The
Preferred Stock may be redeemed by the Company after 1 year from the date
of issuance at the following rates:
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from
the 13th
through 36th
month at a 20% premium to the sum of the issue price plus all accrued and
unpaid dividends;
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from
the 37th
through 60th
month at a 15% premium to the sum of the issue price plus all accrued and
unpaid dividends; and
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after
the 60th
month, without any premium at the sum of the issue price plus all accrued
and unpaid dividends;
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provided
that if the Preferred Stock is not redeemed at the 60th month,
the dividend rate of the Preferred Stock will be increased every quarter by 0.5%
as described above.
Upon
occurrence of a change of control of the Company (e.g., more than 50% of the
voting power is transferred or acquired by any person other than Trailer
Investments and its affiliates unless Trailer Investments or its affiliates
acquire the Company) as defined in the Certificates of Designation, the
Preferred Stock becomes immediately redeemable at the election of the holder at
the following rates:
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Series E
Preferred and Series F Preferred must be redeemed at a price equal to
the sum of the issue price (plus accrued and unpaid dividends) and a
premium of 200% of the sum of the issue price plus all accrued and unpaid
dividends; and
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Series G
Preferred must be redeemed at a price equal to the sum of the issue price
(plus accrued and unpaid dividends) and a premium of 225% of the sum of
the issue price plus all accrued and unpaid
dividends.
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The
change of control provisions for the Preferred Stock are subject to a look-back,
whereby if the shares of Preferred Stock are redeemed pursuant to the voluntary
redemption provisions within 12 months prior to the occurrence of a change of
control, the Company would still have to pay the additional amount to the
holders of the Preferred Stock that was redeemed so that such holders would
receive the aggregate payments equal to the change of control redemption
amounts.
The
agreements and covenants made by the Company pursuant to the Investor Rights
Agreement are also generally made in the Certificates of
Designations. The description in Item 1.01 of this Form 8-K under the
heading “Investors Rights Agreement – Agreements and Covenants” is incorporated
by reference herein.
The
Certificates of Designations provide for events of noncompliance, including the
failure to make regular quarterly dividend payments after the first two years,
failure to redeem the Preferred Stock when required, failure to observe the
agreements and covenants referred to above, the failure of certain
representations and warranties in the Purchase Agreement to be true and correct
as of the Closing, and events related to any bankruptcy of the Company, among
other things. Upon an event of noncompliance, the dividend rate for
the Preferred Stock increases immediately by an additional 2.0% per annum,
subject to applicable usury laws; provided, that if the event of noncompliance
is related to the non payment of the cash dividends beginning with the September
30, 2011 dividend payment date, the dividend rate shall automatically increase
to (A) the higher of (X) the then prevailing dividend rate and (Y) the then
prevailing LIBOR rate plus 14.7% plus 2.0% per
annum. Upon the occurrence of an event of noncompliance, subject to
certain exceptions for events outside of the control of the Company, the holders
of a majority of each series of Preferred Stock will have the right to have the
Company redeem that series of Preferred Stock at the original issue price plus
all accumulated, accrued and unpaid dividends.
The
foregoing description of the Preferred Stock does not purport to be complete and
is qualified in its entirety by reference to the Certificates of Designations
for the Series E Preferred, Series F Preferred, and Series G Preferred, as
applicable, which are filed as Exhibit
3.1, Exhibit
3.2 and Exhibit
3.3, respectively, to this Current Report and are incorporated herein by
reference.
Section
9 – Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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3.1
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Certificate
of Designations, Preferences and Rights of Series E Redeemable Preferred
Stock
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3.2
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Certificate
of Designations, Preferences and Rights of Series F Redeemable Preferred
Stock
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3.3
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Certificate
of Designations, Preferences and Rights of Series G Redeemable Preferred
Stock
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3.4
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Amended
and Restated Bylaws of the Company, as
amended
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10.1
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Investor
Rights Agreement dated as of August 3, 2009 by and between the Company and
Trailer Investments, LLC
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10.2
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Warrant
to Purchase Shares of Common Stock issued on August 3,
2009
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10.3
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Form
of Indemnification Agreement
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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:
August 4, 2009
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By:
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/s/ ROBERT J. SMITH
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Robert
J. Smith
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Senior
Vice President and
Chief
Financial Officer
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Exhibit
Index
|
No.
|
Exhibit
|
|
|
|
|
3.1
|
Certificate
of Designations, Preferences and Rights of Series E Redeemable Preferred
Stock
|
|
|
|
|
3.2
|
Certificate
of Designations, Preferences and Rights of Series F Redeemable Preferred
Stock
|
|
|
|
|
3.3
|
Certificate
of Designations, Preferences and Rights of Series G Redeemable Preferred
Stock
|
|
|
|
|
3.4
|
Amended
and Restated Bylaws of the Company, as amended
|
|
|
|
|
10.1
|
Investor
Rights Agreement dated as of August 3, 2009 by and between the Company and
Trailer Investments, LLC
|
|
|
|
|
10.2
|
Warrant
to Purchase Shares of Common Stock issued on August 3,
2009
|
|
|
|
|
10.3
|
Form
of Indemnification Agreement
|