Item 8.01. Other Events.
As previously disclosed, on July 2, 2009, Proliance International, Inc.
("Proliance") and certain of its United States subsidiaries (together with
Proliance, the "Debtors") filed voluntary petitions for reorganization under
chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court of
the District of Delaware (the "Bankruptcy Court"). The cases are being jointly
administered as In re: Proliance International, Inc., Case No. 09-12278.
On the same day, the Debtors filed with the Bankruptcy Court a Motion of the
Debtors for Interim and Final Orders Establishing Notice and Hearing Procedures
for Trading in Equity Securities.
On July 6, 2009, the Bankruptcy Court granted the equity trading motion on an
interim basis. Among other things, the interim order (1) approved certain
procedures set forth in the notice filed as Exhibit 99.1 to this report (the
"Trading Procedures Notice") in order to assist the Debtors in preserving their
net operating losses and (2) provided that the Debtors must file the Trading
Procedures Notice in a Current Report on Form 8-K with the Securities Exchange
Commission within three business days of the entry of the interim order. The
Trading Procedures Notice provides, among other things, that any purchase, sale,
trade or other transfer of equity securities in Proliance that is subject to,
but violates, the procedures set forth in the Trading Procedures Notice and the
interim order will be null and void, will confer no rights on the transferee and
may result in the imposition of sanctions by the Bankruptcy Court. The hearing
to consider the entry of a final order approving the equity trading motion is
scheduled for July 31, 2009.
The above summary of certain terms of the Trading Procedures Notice is
qualified in its entirety by the Trading Procedures Notice, a copy of which is
filed as an exhibit hereto.
Item 9.01. Financial Statement and Exhibits.
(a) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
99.1 Trading Procedures Notice, dated July 6, 2009