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
February 14,
2006
Date
of Report (Date of earliest event reported)
Wabash
National Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10883
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52-1375208 |
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| (State or other
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(Commission File No.)
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(IRS Employer Identification No.) |
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| 1000 Sagamore Parkway South, Lafayette, Indiana
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47905 |
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(Zip Code) |
Registrant’s telephone number, including area code:
(765) 771-5310
Not applicable
(Former name or former address, if changed since last report)
Exhibit Index on Page 4
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On February 14, 2006, Wabash National Corporation entered into a Consent and Amendment No.2 to
Amended and Restated Loan and Security Agreement dated December 30, 2005 (the “Amendment”). The
Amendment amends the Company’s Amended and Restated Loan and Security Agreement dated December 30,
2004 and provides for the consent of the lenders pursuant to the provisions of that agreement. In
the Amendment, the lenders consented to the completion of an acquisition currently being considered
by the Company, as long as total consideration in the acquisition does not exceed $75.5 million.
Additionally, the definition of earnings before interest, taxes, depreciation and amortization
(EBITDA) was amended to exclude expenses relating to stock options and restricted stock grants,
which are additional add-backs to EBITDA. The Amendment is attached hereto as Exhibit 10.27 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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10.27 |
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Wabash National Corporation Consent and Amendment No. 2 to Amended and
Restated Loan and Security Agreement dated December 30, 2005. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.
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WABASH NATIONAL CORPORATION |
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Date:
February 21, 2006
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By:
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/s/ Robert J. Smith |
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Robert J. Smith |
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Senior Vice President and Chief Financial |
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Officer |
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