UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 6, 2009
Dana Holding Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-1063 | 26-1531856 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer | ||
| Identification Number) |
3939 Technology Drive, Maumee, OH 43537
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
(419) 887-3000
(Registrant’s telephone number, including area code)
(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:
| 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)) |
ITEM 8.01. OTHER EVENTS.
On
October 6, 2009, Dana Holding Corporation (“Dana”) announced that Goldman, Sachs & Co., as representative
of the underwriters in Dana’s recent common stock offering that closed on September 29, 2009,
exercised the option to purchase 5,083,100 additional shares of Dana common stock. In accordance with the terms of its credit agreement, Dana will use approximately 50 percent of the proceeds to repay debt.
The text
of the press release announcing the exercise of
the option to
purchase additional shares, which is attached
hereto as Exhibit 99.1, is incorporated by reference herein in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
99.1
|
Dana Holding Corporation Press Release dated October 6, 2009 |
2
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.
| DANA HOLDING CORPORATION | ||||||
Date: October 6, 2009
|
By: | /s/ Marc S. Levin | ||||
| Name: | Marc S. Levin | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
3
Exhibit Index
| Exhibit No. | Description | |
99.1
|
Dana Holding Corporation Press Release dated October 6, 2009 |
4
Exhibit 99.1
Dana Announces Closing of Exercise
of Option to Purchase Additional Shares by Underwriters
of Option to Purchase Additional Shares by Underwriters
MAUMEE,
Ohio — October 6, 2009 — Dana Holding Corporation today announced that Goldman, Sachs &
Co., as representative of the underwriters in Dana’s recent common stock offering, has exercised
the option to purchase 5,083,100 additional shares of Dana common stock. The sale of the option
shares closed today and the net proceeds to Dana are approximately $32.6 million.
In connection with Dana’s common stock offering, which closed on September 29, the underwriters
were granted a customary 30-day option to purchase up to 5,100,000 additional shares of common
stock.
“We are pleased that we have the opportunity to raise additional funds,” said Dana CEO Jim
Sweetnam. “We believe these additional proceeds will help provide continued flexibility for future
growth and restructuring of operations.”
This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such
state. Copies of the prospectus supplement and accompanying base prospectus related to the offering
may be obtained from Goldman, Sachs, & Co. via telephone at: (866) 471-2526; via facsimile at:
(212) 902-9316; via e-mail at: prospectus-ny@ny.email.gs.com; or via standard mail at Goldman,
Sachs, & Co., Prospectus Department, 85 Broad Street, New York, N.Y. 10004.
About Dana Holding Corporation
Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and
thermal-management products; as well as genuine service parts. The company’s customer base includes
virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and
off-highway markets. Based in Maumee, Ohio, the company employs approximately 22,500 people in 26
countries and reported 2008 sales of $8.1 billion.
Investor Contact
|
Media Contact | ||||
Lillian Etzkorn:
|
(419) 887-5160 | Chuck Hartlage: (419) 887-5123 | |||
# # #