Item 1.01
Entry into a Material Definitive Agreement.
On March 30, 2021 Core Molding Technologies, Inc. (the “Company”) entered into
Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and
American Stock Transfer & Trust Company,
as Rights Agent, dated as of April 21, 2020
(collectively, the “Rights Agreement”). Pursuant to this amendment, the Final Expiration Date
(as defined in the Rights Agreement) was advanced from April 20, 2021 to March 31, 2021. As a
result of this amendment, effective as of the close of business on March 31, 2021, the Rights (as
defined in the Rights Agreement) expired and are no longer outstanding and the Rights
Agreement has terminated by its terms. The description herein of the amendment to the Rights
Agreement is qualified in its entirety by reference to the amendment, a copy of which is filed as
Exhibit 4(b)(1) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination
of a Material Definitive Agreement.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement”
is incorporated by reference into this Item 1.02. A copy of the Rights Agreement and a summary
of its material terms were filed with the Securities and Exchange Commission on a Current
Report on Form 8-K as Exhibit 4.1 on April 22, 2020 and are incorporated by reference into this
Item 1.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement”
is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
.
In connection with the adoption of the Rights Agreement, on April 21, 2020, the
Company filed a Certificate of Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth
the rights, powers and preferences of the Series B Junior Participating Preferred Stock issuable
upon exercise of the Rights (the “Series B Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, on
April 1, 2021, the Company filed a Certificate of Elimination (the “Certificate of Elimination”)
with the Secretary of State of the State of Delaware eliminating the Series B Preferred Shares
and returning them to authorized but undesignated shares of the Company’s preferred stock. The
description herein of the Certificate of Elimination is qualified in its entirety by reference to the
full text of the Certificate of Elimination, a copy of which is filed as Exhibit 3(a)(5) to this
Current Report on Form 8-K and is incorporated herein by reference.