NAVISTAR INTERNATIONAL CORP false 0000808450 0000808450 2021-05-20 2021-05-20 0000808450 us-gaap:CommonStockMember 2021-05-20 2021-05-20 0000808450 us-gaap:SeriesDPreferredStockMember 2021-05-20 2021-05-20

 

 

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): May 20, 2021

 

 

 

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9618   36-3359573

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

2701 Navistar Drive

Lisle, Illinois

  60532
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (331) 332-5000

N/A

(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 $0.10   NAV   New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)   NAV-D   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 8.01

Other Events

On May 20, 2021, Navistar International Corporation (the “Company”) learned of a credible potential cybersecurity threat to its information technology system (“IT System”). Upon learning of the cybersecurity threat, the Company launched an investigation and undertook immediate action in accordance with its cybersecurity response plan, including employing containment protocols to mitigate the impact of the potential threat, engaging internal and third-party information technology security and forensics experts to assess any impact on the Company’s IT System, and utilizing additional security measures to help safeguard the integrity of its IT System’s infrastructure and data contained therein. To date, the Company’s IT System continues to be fully operational.

On May 31, 2021, the Company received a claim that certain data had been extracted from the Company’s IT System. The measures described above are ongoing as the Company, with the assistance of third-party experts, continues to investigate and address the scope and impact of the cybersecurity incident. Law enforcement is aware of the cybersecurity incident.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K that are not purely historical may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which the Company has no control. These factors, risks and uncertainties include, but are not limited to, the ongoing assessment of the cybersecurity incident, legal, reputational and financial risks resulting from this and/or additional cybersecurity incidents, the effectiveness of business continuity plans during the cybersecurity incident, and such other factors as are set forth in the Company’s periodic public filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K for the fiscal year ended October 31, 2020, which was filed with the SEC on December 17, 2020, the definitive proxy statement on Schedule 14A, which was filed with the SEC on January 29, 2021, and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Forward-looking statements reflect the views and assumptions of management as of the date of communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.


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.

 

NAVISTAR INTERNATIONAL CORPORATION
(Registrant)
               By:  

/s/ Walter G. Borst

          Name:

            Title:

 

Walter G. Borst

Executive Vice President and

Chief Financial Officer

Dated: June 7, 2021