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 the earliest event reported) July 12, 2012

 

 

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Michigan		001-32401		42-1628978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9725 Industrial Drive, Bridgeview, Illinois		60455
(Address of Principal Executive Offices)		(Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

(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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

Company issues 500,000 shares of Common Stock in a registered direct offering

On July 12, 2012, Manitex International, Inc. (the “Company”) entered into subscription agreements with certain investors pursuant to which the Company agreed to sell to the investors an aggregate of 500,000 shares of the Company’s common stock, no par value per share, at a price of $8.25 per share, for a total purchase price of $4.125 million. The Company is offering such shares pursuant to a prospectus supplement dated July 12, 2012 and a prospectus dated August 9, 2011, which is part of a registration statement on Form S-3 (Registration No. 333-176189) that was declared effective by the Securities and Exchange Commission on August 23, 2011. The closing of the offering, which is subject to the satisfaction of customary closing conditions, is expected to take place on or about July 17, 2012.

Avondale Partners, LLC acted as our exclusive placement agent in this offering. In accordance with the terms of a Placement Agency Agreement dated July 12, 2012 between the Company and the placement agent, the Company will pay the placement agent a cash fee that represents 5.25% of the gross proceeds of the offering and reimburse the placement agent for reasonable out-of-pocket expenses.

The foregoing description of the subscription agreements and the Placement Agency Agreement does not purport to be complete and are qualified in their entirety by reference to the form of subscription agreement attached as Exhibit 10.1 and the Placement Agency Agreement attached as Exhibit 10.2 hereto, which are each incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

On July 12, 2012, the Company issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements Exhibits.

(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

Date: July 12, 2012

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
10.1		Form of Investor Subscription Agreement.
10.2		Placement Agency Agreement dated July 12, 2012 between Manitex International, Inc. and Avondale Partners, LLC.
99.1		Press release issued on July 12, 2012