10-K


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
(Amendment No. 1)
þ
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or
¨
Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: 
 December 31, 2015
 
Commission file number:
001-34365
 
COMMERCIAL VEHICLE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware
 
41-1990662
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
7800 Walton Parkway
 
43054
New Albany, Ohio
 
(Zip Code)
(Address of Principal Executive Offices)
 
 
Registrant’s telephone number, including area code:
(614) 289-5360
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of exchange on which registered
Common Stock, par value $.01 per share
 
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨      No  þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Schedule 15(d) of the Act.    Yes  ¨      No  þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ      No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ      No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ¨            Accelerated filer  þ            Non-accelerated filer  ¨            Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨      No  þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2015, was $210,138,586.
As of March 10, 2016, 30,587,644 shares of Common Stock of the Registrant were outstanding.
Documents Incorporated by Reference
Information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s Proxy Statement for its annual meeting to be held May 17, 2016 (the “2016 Proxy Statement”).
 


EXPLANATORY NOTE
Commercial Vehicle Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) solely to include the correctly dated Consent of our Independent Registered Public Accounting Firm as Exhibit 23.1. Exhibit 23.1 that was filed with our timely filed Annual Report on Form 10-K for the fiscal year ended December 31, 2015 was incorrectly dated March 10, 2015. This Amendment No. 1 makes no other changes to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 11, 2016.







EXHIBIT INDEX



Exhibit No.
  
Description
 
 
 
23.1
  
Consent of KPMG LLP.
 
 
 
31.1
  
302 Certification by Patrick E. Miller, President and Chief Executive Officer.
 
 
 
31.2
  
302 Certification by C. Timothy Trenary, Executive Vice President and Chief Financial Officer.
 




SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
COMMERCIAL VEHICLE GROUP, INC.
 
 
By:
/s/ C. Timothy Trenary
 
C. Timothy Trenary

 
Chief Financial Officer
Date: March 15, 2016

 



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