Item 8.01. Other Events.
On March 23, 2020, the Company issued a press release announcing the change in
President and Chief Executive Officer. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Offer Letter of Harold C. Bevis.
Press release of the Company dated March 23, 2020 announcing CEO
99.1 succession.
Forward Looking Statements
This Form 8-K contains forward-looking statements that are subject to risks and
uncertainties. These statements often include words such as "believe",
"anticipate", "plan", "expect", "intend", "will", "should", "could", "would",
"project", "continue", "likely", and similar expressions. In particular, this
Form 8-K may contain forward-looking statements about Company expectations for
future periods with respect to its plans to improve financial results and
enhance the Company, the future of the Company's end markets, including Class 8
and Class 5-7 North America truck build rates and performance of the global
construction equipment business, expected cost savings, the Company's
initiatives to address customer needs, organic growth, the Company's plans to
focus on certain segments and markets and the Company's financial position or
other financial information. These statements are based on certain assumptions
that the Company has made in light of its experience as well as its perspective
on historical trends, current conditions, expected future developments and other
factors it believes are appropriate under the circumstances. Actual results may
differ materially from the anticipated results because of certain risks and
uncertainties, including but not limited to: (i) a material weakness in our
internal control over financial reporting which could, if not remediated, result
in material misstatements in our financial statements; (ii) future financial
restatements affecting the company; (iii) general economic or business
conditions affecting the markets in which the Company serves; (iv) the Company's
ability to develop or successfully introduce new products; (v) risks associated
with conducting business in foreign countries and currencies; (vi) increased
competition in the medium- and heavy-duty truck markets, construction,
agriculture, aftermarket, military, bus and other markets; (vii) the Company's
failure to complete or successfully integrate strategic acquisitions and the
impact of such acquisitions on business relationships; (viii) the Company's
ability to recognize synergies from the reorganization of the segments; (ix) the
Company's failure to successfully manage any divestitures; (x) the impact of
changes in governmental regulations on the Company's customers or on its
business; (xi) the loss of business from a major customer, a collection of
smaller customers or the discontinuation of particular commercial vehicle
platforms; (xii) the Company's ability to obtain future financing due to changes
in the lending markets or its financial position; (xiii) the Company's ability
to comply with the financial covenants in its debt facilities; (xiv) fluctuation
in interest rates or change in the reference interest rate relating to the
Company's debt facilities; (xv) the Company's ability to realize the benefits of
its cost reduction and strategic initiatives and address rising labor and
material costs; (xvi) volatility and cyclicality in the commercial vehicle
market adversely affecting us; (xvii) the geographic profile of our taxable
income and changes in valuation of our deferred tax assets and liabilities
impacting our effective tax rate; (xviii) changes to domestic manufacturing
initiatives; (xix) implementation of tax or other changes, by the United States
or other international jurisdictions, related to products manufactured in one or
more jurisdictions where the Company does business (xx) security breaches and
other disruptions that could compromise our information systems; (xxi) the
impact of disruptions in our supply chain or delivery chains; (xxii) litigation
against us; (xxiii) the impact of health epidemics or widespread outbreak of
contagious disease; and (xxiv) various other risks as outlined under the heading
"Risk Factors" in the Company's Annual Report on Form 10-K for fiscal year
ending
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December 31, 2019. There can be no assurance that statements made in this Form
8-K relating to future events will be achieved. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on behalf of the
Company are expressly qualified in their entirety by such cautionary statements.
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