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 earliest event reported) January 5, 2016
ALLISON TRANSMISSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35456 | 26-0414014 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Allison Way, Indianapolis, Indiana | 46222 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (317) 242-5000
Not Applicable
(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. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of President
On January 5, 2016, Allison Transmission Holdings, Inc. (the “Company”) announced that, effective immediately, the Board of Directors of the Company has appointed David S. Graziosi, age 49, to serve as President, Chief Financial Officer, Treasurer and Assistant Secretary of the Company. Mr. Graziosi joined the Company in November 2007 as Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary and has served in that capacity since then. Concurrently, Lawrence E. Dewey has resigned from the position of President but will continue serving as the Company’s Chairman and Chief Executive Officer.
A copy of the Company’s press release announcing Mr. Graziosi’s appointment is attached hereto as Exhibit 99.1.
Related Party Transactions
In May 2015, the Company redeemed the remaining $50.4 million of its 7.125% senior cash pay notes due May 2019 at the specified redemption price in the governing indenture. At that time, Messrs. Dewey and Graziosi held $100,000 and $450,000, respectively, of the 7.125% senior cash pay notes due May 2019, which were included in the redemption on the same terms as all other notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated January 5, 2016 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Allison Transmission Holdings, Inc. | ||||||
| Date: January 5, 2016 | ||||||
| By: | /s/ Eric C. Scroggins | |||||
| Name: | Eric C. Scroggins | |||||
| Title: | Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
|
|
ALLISON TRANSMISSION NAMES DAVID S. GRAZIOSI AS PRESIDENT
INDIANAPOLIS, Jan. 5, 2016 – Allison Transmission Holdings Inc. (NYSE: ALSN) today announced that David S. Graziosi, currently Chief Financial Officer, has been promoted to the additional role of President, effective immediately.
Graziosi joined Allison in November 2007 as Executive Vice President, CFO and Treasurer, shortly after the Company’s sale by General Motors to The Carlyle Group and Onex Corporation. In his expanded role, Graziosi will oversee Operations and Purchasing, Quality and Reliability, Legal/Corporate Affairs and Communications and Internal Audit, Human Resources, and Information Systems and Services, in addition to continuing responsibility for Financial and Treasury activities.
“I’m pleased to name Dave as President of Allison Transmission in recognition of the significant contributions he has made to the company and to acknowledge the wider role he already plays in our success,” said Lawrence E. Dewey, Chairman and Chief Executive Officer of Allison Transmission. “Since joining Allison Transmission in 2007, Dave has demonstrated exceptional leadership skills and a clear understanding of our company and our industry as a whole. He is an important member of the executive management team and is regularly engaged with his colleagues on issues in their functional areas. I look forward to continuing to work closely with Dave in the years ahead.”
Graziosi stated, “I am honored to be named President of Allison Transmission. We have achieved significant accomplishments over the last eight years and will continue expanding our reach as we build on our 100-year history. I look forward to working closely with Larry and the rest of the management team in my expanded role.”
About Dave Graziosi
Dave Graziosi joined Allison Transmission in November 2007 as Executive Vice President, CFO and Treasurer and has served in that capacity since. Prior to joining Allison, between 2006 and 2007, Graziosi served as Executive Vice President and CFO of Covalence Specialty Materials Corporation. Furthermore, Graziosi held various positions in the chemicals industry, including Vice President of Finance Precursors and Epoxy Resins at Hexion Specialty Chemicals Inc. from 2005 to 2006 and Executive Vice President and CFO at Resolution Performance Products LLC from 2004 to 2005. Before that, he served as Vice President and CFO of General Chemical Industrial Products Inc., as Finance Director of GenTek Inc., and as Internal Audit Director and Assistant Corporate Controller at Sun Chemical Group B.V. Graziosi is also a Certified Public Accountant and a Certified Information Systems Auditor (non-practicing).
Dave earned a Bachelor of Science in business economics from the State University of New York and an MBA in finance from Rutgers.
About Allison Transmission
Allison Transmission (NYSE: ALSN) is the world’s largest manufacturer of fully automatic transmissions for medium- and heavy-duty commercial vehicles and is a leader in hybrid-propulsion systems for city buses. Allison transmissions are used in a variety of applications including refuse, construction, fire, distribution, bus, motorhomes, defense and energy. Founded in 1915, the company is headquartered in Indianapolis, Indiana, USA and employs approximately 2,700 people worldwide. With a market presence in more than 80 countries, Allison has regional headquarters in the Netherlands, China and Brazil with manufacturing facilities in the U.S., Hungary and India. Allison also has approximately 1,400 independent distributor and dealer locations worldwide. For more information, visit allisontransmission.com.
Contacts:
Melissa Sauer
Executive Director, Corporate Affairs & Communications
melissa.sauer@allisontransmission.com
317-242-3855