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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):
March 30, 2021
 
 
Core Molding Technologies, Inc.
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-12505
 
31-1481870
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
800 Manor Park Drive
Columbus
,
Ohio
 
43228-0183
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number,
 
including area code: (
614
)
870-5000
 
(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
CMT
NYSE American
 
LLC
Preferred Stock purchase rights, par value $0.01
N/A
NYSE American
 
LLC
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 1.01
 
Entry into a Material Definitive Agreement.
On March 30, 2021 Core Molding Technologies, Inc. (the “Company”) entered into
Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and
American Stock Transfer & Trust Company,
 
as Rights Agent, dated as of April 21, 2020
(collectively, the “Rights Agreement”). Pursuant to this amendment, the Final Expiration Date
(as defined in the Rights Agreement) was advanced from April 20, 2021 to March 31, 2021. As a
result of this amendment, effective as of the close of business on March 31, 2021, the Rights (as
defined in the Rights Agreement) expired and are no longer outstanding and the Rights
Agreement has terminated by its terms. The description herein of the amendment to the Rights
Agreement is qualified in its entirety by reference to the amendment, a copy of which is filed as
Exhibit 4(b)(1) to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 1.02. Termination
 
of a Material Definitive Agreement.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement”
is incorporated by reference into this Item 1.02. A copy of the Rights Agreement and a summary
of its material terms were filed with the Securities and Exchange Commission on a Current
Report on Form 8-K as Exhibit 4.1 on April 22, 2020 and are incorporated by reference into this
Item 1.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement”
is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
.
In connection with the adoption of the Rights Agreement, on April 21, 2020, the
Company filed a Certificate of Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth
the rights, powers and preferences of the Series B Junior Participating Preferred Stock issuable
upon exercise of the Rights (the “Series B Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, on
April 1, 2021, the Company filed a Certificate of Elimination (the “Certificate of Elimination”)
with the Secretary of State of the State of Delaware eliminating the Series B Preferred Shares
and returning them to authorized but undesignated shares of the Company’s preferred stock. The
description herein of the Certificate of Elimination is qualified in its entirety by reference to the
full text of the Certificate of Elimination, a copy of which is filed as Exhibit 3(a)(5) to this
Current Report on Form 8-K and is incorporated herein by reference.
 
 
 
 
 
 
SIGNATURE
 
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.
 
 
 
 
CORE MOLDING TECHNOLOGIES, INC.
 
 
 
 
By:
 
/s/ John P.
 
Zimmer
 
 
Name: John P.
 
Zimmer
 
Title: Executive Vice
 
President, Treasurer,
Secretary and Chief Financial Officer
 
 
 
 
Date:
 
April 5, 2021