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WNC > SEC Filings for WNC > Form 8-K on 20-Jul-2009All Recent SEC Filings

Show all filings for WABASH NATIONAL CORP /DE | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WABASH NATIONAL CORP /DE


20-Jul-2009

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference. The Company's Series E redeemable preferred stock, Series F redeemable preferred stock and Series G redeemable preferred stock, and the Warrant for up to 44.21% of the shares of Wabash's common stock (subject to adjustment as provided therein) to Trailer Investments, will be issued in reliance on Section 4(2) under the Securities Act of 1933 (the "Securities Act") and Regulation D promulgated thereunder in a transaction not involving a public offering. Similarly, the shares of common stock issuable upon exercise of the Warrant, when and if exercised, will be issued in reliance on Section 4(2) under the Securities Act and Regulation D promulgated thereunder in a transaction not involving a public offering.
Item 3.03. Material Modification to Rights of Security Holders. As described in Item 1.01 above, Wabash entered into the Rights Agreement Amendment to the Rights Agreement. The description in Item 1.01 above is incorporated herein by reference.
As described in Item 2.03 above, Wabash entered into the Third Amended and Restated Loan and Security Agreement on July 2007. The description in Item 2.03 above is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Amendment dated July 17, 2009, to the Rights Agreement, dated as of December 28, 2005, between Wabash and National City Bank, as Rights Agent

10.1 Securities Purchase Agreement dated as of July 17, 2009, by and between Wabash National Corporation and Trailer Investments, LLC, including Exhibits thereto

10.2 Third Amended and Restated Loan and Security Agreement (the "Amended Facility"), by and among the Company and certain of its subsidiaries identified on the signature page thereto, Bank of America, N.A., as a Lender and as Agent, and the other Lenders parties thereto


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