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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Titan International Inc | NYSE:TWI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.34 | -3.25% | 10.11 | 10.64 | 10.00 | 10.60 | 1,060,899 | 01:00:00 |
Delaware
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36-3228472
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
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Emerging growth company
o
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Titles of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common stock, $0.0001 par value
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881,570(2)
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$17.48(3)
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$15,409,425.50
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$1,785.95
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Common stock, $0.0001 par value
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2,004,062(4)
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$8.87(5)
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$17,776,029.94
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$2,060.24
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Total
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2,885,632
|
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$33,185,455.44
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$3,846.19
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock in respect of the securities registered hereby that become issuable by reason of any stock dividend, stock split, reverse stock split, extraordinary cash dividend, reorganization, recapitalization, split-up, spin-off or similar transaction effected without consideration which would increase the number of outstanding shares of common stock and other anti-dilution provisions of the Titan International, Inc. 2005 Equity Incentive Plan, as amended (the “Plan”).
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(2)
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Represents shares of common stock issuable upon exercise of outstanding, but not exercised stock options granted under the Plan.
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(3)
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Solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, the fee is based upon the weighted average exercise price of $17.48 of the outstanding, but not exercised stock options previously granted under the Plan.
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(4)
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Represents shares of common stock issuable pursuant to future awards available for issuance under the Plan.
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(5)
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Solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, the fee is calculated on the basis of the average of the high and low prices of the common stock as reported on The New York Stock Exchange on August 16, 2017.
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(a)
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Commission on March 15, 2017;
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(b)
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the information specifically incorporated by reference into the Company’s Annual Report on Form 10-K from the Company’s definitive proxy statement on Schedule 14A, filed on April 28, 2017;
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(c)
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the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed on May 4, 2017;
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(d)
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the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as filed on August 3, 2017;
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(e)
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the Company’s Current Report on Form 8-K as filed with the Commission on January 17, 2017;
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(f)
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the Company’s Current Report on Form 8-K as filed with the Commission on February 23, 2017;
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(g)
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the Company’s Current Report on Form 8-K as filed with the Commission on June 15, 2017; and
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(h)
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the description of the Company’s Common Stock contained in a registration statement on Form 8-A filed on March 21, 1994 (File No. 00112936) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
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Exhibit Number
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Description
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4.1
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Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on June 29, 2015)
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4.2
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Titan International, Inc. 2005 Equity Incentive Plan as Amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on March 28, 2011)
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5.1*
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Opinion of Katten Muchin Rosenman LLP with respect to the legality of securities
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23.1*
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Consent of Grant Thornton LLP
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23.2*
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Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement)
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(a)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(b)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(c)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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By:
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/s/ PAUL G. REITZ
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Paul G. Reitz
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President and Chief Executive Officer
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Signatures
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Capacity
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Date
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/s/ PAUL G. REITZ
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President and Chief Executive Officer
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August 17, 2017
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Paul G. Reitz
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(Principal Executive Officer)
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/s/ JAMES M. FROISLAND
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Chief Financial Officer
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August 17, 2017
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James M Froisland
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(Principal Financial Officer)
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/s/ CHRIS BOHNERT
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Chief Accounting Officer
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August 17, 2017
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Chris Bohnert
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(Principal Accounting Officer)
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/s/ MAURICE M. TAYLOR JR.
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Chairman
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August 17, 2017
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Maurice M. Taylor Jr.
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/s/ RICHARD M. CASHIN JR.
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Director
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August 17, 2017
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Richard M. Cashin Jr.
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/s/ GARY L. COWGER
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Director
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August 17, 2017
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Gary L. Cowger
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/s/ ALBERT J. FEBBO
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Director
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August 17, 2017
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Albert J. Febbo
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/s/ PETER MCNITT
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Director
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August 17, 2017
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Peter McNitt
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/s/ DR. MARK RACHESKY
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Director
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August 17, 2017
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Dr. Mark Rachesky
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/s/ ANTHONY L. SOAVE
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Director
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August 17, 2017
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Anthony L. Soave
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Exhibit Number
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Description
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4.1
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on June 29, 2015)
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4.2
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Titan International, Inc. 2005 Equity Incentive Plan as Amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on March 28, 2011)
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5.1*
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Opinion of Katten Muchin Rosenman LLP with respect to the legality of securities
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23.1*
|
Consent of Grant Thornton LLP
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23.2*
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Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement)
|
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