0001062231 false 12/31 AMERICAN AXLE & MANUFACTURING HOLDINGS INC 0001062231 2020-07-02 2020-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): July 2, 2020

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

     
Delaware 001-14303 38-3161171

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer Identification No.)


One Dauch Drive

Detroit, Michigan 48211-1198

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (313) 758-2000

 

Not Applicable

(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:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

     
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share AXL The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).                                  Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

   

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Series A Certificate of Elimination

 

On July 2, 2020 (the “Effective Date”), pursuant to Section 151(g) of the Delaware General Corporation Law, the Company caused a Certificate of Elimination (the “Series A Certificate of Elimination”) of the Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) to be executed and filed with the Secretary of State of the State of Delaware to eliminate the Series A Preferred Stock from the Company’s Certificate of Incorporation, as amended, and, thereafter, all 100,000 shares of Series A Preferred Stock previously designated resumed the status of authorized and unissued shares of preferred stock, par value $0.01 per share, of the Company. There were no shares of Series A Preferred Stock issued or outstanding as of the Effective Date.

 

A copy of the Series A Certificate of Elimination relating to the Series A Preferred Stock is incorporated herein by reference to Exhibit 4.4 of the Company’s Amended Form 8-A filed with the Securities and Exchange Commission on July 2, 2020.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
3.1   Certificate of Elimination of the Series A Junior Participating Preferred Stock of American Axle & Manufacturing Holdings, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Amended Form 8-A, filed July 2, 2020 (File No. 001-14303))
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

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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.

 

  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
     
  By: /s/ David E. Barnes
  Name:   David E. Barnes
  Title: Vice President, General Counsel & Secretary

 

 

 

Date:   July 2, 2020

 

 

 

 

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v3.20.2
Cover
Jul. 02, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 02, 2020
Current Fiscal Year End Date --12-31
Entity File Number 001-14303
Entity Registrant Name AMERICAN AXLE & MANUFACTURING HOLDINGS INC
Entity Central Index Key 0001062231
Entity Tax Identification Number 38-3161171
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One One Dauch Drive
Entity Address, City or Town Detroit
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48211-1198
City Area Code (313)
Local Phone Number 758-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol AXL
Security Exchange Name NYSE
Entity Emerging Growth Company false