Accuride Corp. Warrants (ACUZW)

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Warrants



On the Effective Date, the Company entered into a Warrant Agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company LLC, as warrant agent (the “Warrant Agent”). Pursuant to the Plan and the Warrant Agreement, on the Effective Date, the Company issued Warrants to purchase an aggregate of 22,058,824 shares of Common Stock to holders of Old Common Stock.



Each Warrant entitles its holder to purchase one share of Common Stock at an exercise price of $2.10 per share (the “Exercise Price”), as may be adjusted from time to time in accordance with the Warrants. Holders of the Warrants may exercise the Warrants at any time from the Effective Date until the second anniversary of the Effective Date. The number of shares of Common Stock for which a Warrant is exercisable and the Exercise Price will be subject to adjustment from time to time upon the occurrence of certain events, including an increase in the number of outstanding shares of Common Stock by means of a dividend consisting of shares of Common Stock, a subdivision of the Company’s outstanding shares of Common Stock into a larger number of shares of Common Stock or a combination of the Company’s outstanding shares of Common Stock into a smaller number of shares of Common Stock. In addition, upon the occurrence of certain events constituting a reclassification, consolidation, merger or similar event, each holder of a Warrant will have the right to receive, upon exercise of a Warrant (if then exercisable), an amount of securities, cash or other property receivable by a holder of the number of shares of Common Stock for which a Warrant is exercisable immediately prior to such event.



Prior to the exercise of the Warrants, no holder of Warrants (solely in its capacity as a holder of Warrants) is entitled to any rights as a stockholder of the Company, including, without limitation, the right to vote, receive notice of any meeting of stockholders or receive dividends, allotments or other distributions.



The foregoing description of the Warrant Agreement and the Warrants, is qualified in its entirety by the Warrant Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.4, and the Warrants, the form of which is attached to this Current Report on Form 8-K as Exhibit 4.5, both of which are incorporated by reference into this Item 1.01.



http://www.faqs.org/sec-filings/100304/ACCURIDE-CORP_8-K/#ixzz0if3M5oa1