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Share Name | Share Symbol | Market | Type |
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(MM) | NASDAQ:TECUB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 6.06 | 0 | 01:00:00 |
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(Exact name of Registrant as specified in its charter)
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Michigan
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38-1093240
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number.)
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5683 Hines Drive, Ann Arbor, Michigan
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48108
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(Address of principal executive offices)
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(Zip code)
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TECUMSEH PRODUCTS COMPANY 2014 OMNIBUS INCENTIVE PLAN
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(Full title of the plan)
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James J. Connor
President, Chief Executive Officer and Secretary
Tecumseh Products Company
5683 Hines Drive
Ann Arbor, Michigan 48108
(734) 585-9500
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copy to:
Robert J. Krueger
Honigman Miller Schwartz and Cohn LLP
2290 First National Building
660 Woodward Ave.
Detroit, Michigan 48226-3506
(313) 465-7452 (telephone)
(313) 465-7453 (facsimile)
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Title of securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration
fee
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Common Shares, no par value
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1,800,000
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$5.97
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$10,746,000
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$1,384.09
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(1)
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Represents common shares issuable under the Tecumseh Products Company 2014 Omnibus Incentive Plan (the “Plan”), approved by the registrant’s shareholders on April 30, 2014 and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high ($6.08) and low ($5.86) sales price for the Class A Common Stock of the registrant as quoted on the NASDAQ Global Market on April 30, 2014, a date within five business days prior to the date of filing of this registration statement. Effective May 2, 2014, pursuant to a recapitalization proposal approved by Tecumseh's shareholders, each outstanding share of Class A Common Stock was converted into one Common Share.
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Exhibit No.
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Description
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4.1
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Form of stock certificate evidencing Common Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S‑4 filed January 29, 2014, File No. 333‑193643)
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4.2*
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Form of Amended and Restated Articles of Incorporation of Tecumseh Products Company
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4.3
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Amended and Restated Bylaws of Tecumseh Products Company as amended through June 10, 2010 (incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K, dated June 29, 2010 and filed March 1, 2011, File No. 0-452)
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5.1*
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Opinion of Honigman Miller Schwartz and Cohn LLP
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10.1
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Tecumseh Products Company 2014 Omnibus Incentive Plan (incorporated by reference to Annex C to the proxy statement/prospectus included in Amendment No. 2 to the Registrant’s Registration Statement on Form S‑4 filed March 14, 2014, File No. 333‑193643).
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23.1*
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Consent of Independent Registered Public Accounting Firm
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23.2*
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Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
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24.1*
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Power of Attorney (included after the signature of the Registrant contained on Signature Page 1 of this Registration Statement)
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(a)
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The Registrant hereby undertakes:
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(b)
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The Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such i
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TECUMSEH PRODUCTS COMPANY
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By:
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/s/ JAMES J. CONNOR
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James J. Connor,
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President, Chief Executive Officer, Secretary and Director
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Signature
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Title
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Date of Signing
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/s/ James J. Connor
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President, Chief Executive Officer, Secretary
and Director
(Principal Executive Officer)
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May 6, 2014
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James J. Connor
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/s/ Janice E. Stipp
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Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Accounting and Principal Financial Officer)
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May 6, 2014
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Janice E. Stipp
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/s/ Stephanie H. Boyse
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Director
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May 6, 2014
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Stephanie H. Boyse
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/s/ Gary L. Cowger
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Director
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May 6, 2014
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Gary L. Cowger
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/s/ Harold M. Karp
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Director
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May 6, 2014
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Harold M. Karp
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/s/ Terence C. Seikel
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Director
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May 6, 2014
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Terence C. Seikel
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/s/ Douglas M. Suliman, Jr.
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Director
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May 6, 2014
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Douglas M. Suliman, Jr.
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Exhibit No.
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Description
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4.1
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Form of stock certificate evidencing Common Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S‑4 filed January 29, 2014, File No. 333‑193643).
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4.2*
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Form of Amended and Restated Articles of Incorporation of Tecumseh Products Company
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4.3
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Amended and Restated Bylaws of Tecumseh Products Company as amended through June 10, 2010 (incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K, dated June 29, 2010 and filed March 1, 2011, File No. 0-452)
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5.1*
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Opinion of Honigman Miller Schwartz and Cohn LLP
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10.1
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Tecumseh Products Company 2014 Omnibus Incentive Plan (incorporated by reference to Annex C to the proxy statement/prospectus included in Amendment No. 2 to the Registrant’s Registration Statement on Form S‑4 filed March 14, 2014, File No. 333‑193643).
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23.1*
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Consent of Independent Registered Public Accounting Firm
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23.2*
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Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
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24.1*
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Power of Attorney (included after the signature of the Registrant contained on Signature Page 1 of this Registration Statement)
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