UNITED
STATES
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
Date
of report (Date of earliest event reported): August 2, 2006
COOPER TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-04329
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34-4297750 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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701 Lima Avenue, Findlay, Ohio
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45840 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (419) 423-1321
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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.):
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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
240.14d-2(b)) |
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure in Item 5.02 below is incorporated into this Item 1.01 by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(a) Not applicable
(b) On August 2, 2006, Mr. Thomas A. Dattilo, Chairman of the Board, President and Chief
Executive Officer and Director of Cooper Tire & Rubber Company (the “Registrant”), announced his
resignation as an employee of the Registrant and from all other positions held for the Registrant
and its subsidiaries and affiliates, effective August 2, 2006.
(c) The Board of Directors of the Registrant has appointed Byron O. Pond to serve as the
interim Chief Executive Officer effective August 2, 2006 and until such time as a permanent Chief
Executive Officer is appointed. Mr. Pond will receive base compensation at the rate of $850,000
per year and will receive a stock grant with a value of $185,000
priced at the closing market price for the Registrant’s common
stock on the first day of trading during each three-month period in
which he occupies the position of interim Chief Executive Officer. Mr. Pond will also continue to be compensated as a Director of the Registrant
under the compensation arrangements applicable to its Directors.
Mr. Pond, age 69, has served as a director of the Registrant since 1998, and his current term
expires at the 2007 annual meeting of stockholders. Mr. Pond was Chairman of the Board of Amcast
Industrial Corporation from April 2002 until September 2005, and President and Chief Executive
Officer of Amcast from November 1, 2004 until September 2005. Mr. Pond also served as Chief
Executive Officer from February 2001 to July 2003 and as President from February 2001 to April
2002. Amcast is a producer of aluminum wheels for the automotive industry and industrial brass
castings for the construction industry. Mr. Pond previously served as Chairman of the Board of
Arvin Industries, Inc., an automotive parts manufacturer, from 1996 to 1999. Mr. Ponds holds a
B.S. degree in Business Administration from Wayne State University. He is also a director of
Precision Castparts Corp. and GSI Group Inc.
(d) Not applicable
A copy of the press release announcing the resignation of Mr. Dattilo and the appointment of
Mr. Pond is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) 99.1 Press Release, dated August 3, 2006.
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