UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
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): February 19, 2008.
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51728
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43-1481791 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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100 Clark Street |
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St. Charles, Missouri
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63301 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (636) 940-6000
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operation and Financial Condition
On February 20, 2008, American Railcar Industries, Inc. (the Company) issued a press release
announcing its financial results for the quarter and fiscal year ended December 31, 2007. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being
furnished under Item 2.02 of Form 8-K and shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 19, 2008, the Board of Directors of the Company approved an amendment and restatement
to the By-laws of the Company (the By-laws) to provide for uncertificated shares in order that
the Company will be DRS (Direct Registration System) eligible as required by the NASDAQ Stock
Market.
The above description of the amended and restated By-laws is qualified in its entirety by reference
to the text of the amended and restated By-laws, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On February 20, 2008, the Company issued a press release announcing its entry into a non-binding
memorandum of understanding with Amtek Auto Limited to form one or more joint ventures to
manufacture, sell and supply freight railcars and their components in India and other South East
Asian countries. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated
by reference.
Limitation on Incorporation by Reference. The information contained in Exhibit 99.2 is being
furnished under Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained
in the press releases attached as exhibits hereto, the press releases contain forward-looking
statements that involve certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these