CORE MOLDING TECHNOLOGIES INC — Regulatory Filings 2021

Apr 6, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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)

Delaware001-1250531-1481870

(State or other Jurisdiction(Commission(IRS Employer

of Incorporation)File Number)Identification No.)

800 Manor Park Drive

Columbus,Ohio43228-0183

(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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01CMTNYSE AmericanLLC Preferred Stock purchase rights, par value $0.01N/ANYSE AmericanLLC

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.

Item 8.01 Other Events.

On March 31, 2021, the Company issued a press release announcing the termination of the Rights Agreement and filing of the Certificate of Elimination. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitDescription

Number

3(a)(5)Certificate of Elimination of Series B Junior Participating Preferred Stock of Core Molding Technologies, Inc., as filed with the Secretary of State of the State of Delaware on April 1, 2021.

4(b)Stockholder Rights Agreement, dated as of April 21, 2020 between Core

Molding Technologies, Inc. and American Stock Transfer & Trust Company which includes as Exhibit A thereto a Form of Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Form of Summary of Rights to Purchase Preferred Stock (incorporated herein by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2020).

4(b)(1)Amendment No. 1 to Stockholder Rights Agreement, dated as of March 30, 2021, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company

99.1Press Release issued by Core Molding Technologies, Inc. on March 31, 2021.

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