Delaware
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3715
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52-1375208
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(State or other jurisdiction
of incorporation or organization)
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(Primary standard industrial
classification code number)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer o
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Accelerated filer o
|
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Non-accelerated filer x
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(Do not check if a smaller reporting company)
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Smaller reporting company o
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Page
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||||
PROSPECTUS
SUMMARY
|
1 | |||
RISK
FACTORS
|
3 | |||
INCORPORATION
OF DOCUMENTS BY REFERENCE
|
4 | |||
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
5 | |||
USE
OF PROCEEDS
|
6 | |||
SELLING
STOCKHOLDER
|
6 | |||
PLAN
OF DISTRIBUTION
|
7 | |||
PRICE
RANGE OF COMMON STOCK
|
10 | |||
DIVIDEND
POLICY
|
10 | |||
DESCRIPTION
OF OUR COMMON STOCK
|
11 | |||
LEGAL
MATTERS
|
14 | |||
EXPERTS
|
14 | |||
WHERE
YOU CAN FIND MORE INFORMATION
|
14 |
Common
stock offered by the selling stockholder
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24,762,636
shares.
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|
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||
Selling
stockholder
|
All
of the common stock is being offered by the selling stockholder, Trailer
Investments, or its donees, pledgees, transferees or other
successors-in-interests. See “Selling Stockholder” for more
information on the selling stockholder. We are not selling any shares in
this offering.
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|
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||
Use
of proceeds
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We
will not receive any proceeds from the sale of shares in this
offering.
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|
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||
Plan
of Distribution
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The
selling stockholder may offer and sell the common stock from time to time
through ordinary brokerage transactions, directly to market makers of our
shares or through any other means described in the section entitled “Plan
of Distribution” beginning on page 8.
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|
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||
New
York Stock Exchange symbol
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“WNC”
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|
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||
Risk
Factors
|
See
“Risk Factors” and the other information contained in this prospectus or
to which we refer you for a discussion of factors you should consider
carefully before deciding to invest in shares of our common
stock.
|
|
·
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our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009, filed with the SEC on March 26,
2010;
|
|
·
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our
Current Reports on Form 8-K filed with the SEC on February 8, 2010,
February 10, 2010, and February 22,
2010.
|
|
·
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our
business plan;
|
|
·
|
our
expected revenues, income or loss and capital
expenditures;
|
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·
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plans
for future operations;
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|
·
|
financing
needs, plans and liquidity, including for working capital and capital
expenditures;
|
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·
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our
ability to achieve sustained
profitability;
|
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·
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reliance
on certain customers and corporate relationships;
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·
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availability
and pricing of raw materials;
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·
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availability
of capital;
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·
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dependence
on industry trends;
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·
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the
outcome of any pending litigation;
|
|
·
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export
sales and new markets;
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|
·
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engineering
and manufacturing capabilities and
capacity;
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·
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acceptance
of new technology and products;
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·
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government
regulation; and
|
|
·
|
assumptions
relating to the foregoing.
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Name of Selling Stockholder
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Shares of Common
Stock Beneficially
Owned Prior to
Offering
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Maximum
Number of
Shares That
May Be Sold
Pursuant to
this Prospectus
|
Shares of
Common
Stock
Beneficially
Owned After
Offering
|
Percent of
Shares
Owned
After
Offering
|
||||||||||||
Trailer
Investments, LLC (1)
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24,762,636 | (1) | 24,762,636 |
(2)
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(2)
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(1)
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Lincolnshire
Equity Fund III, L.P. (“LEF III”), a Delaware limited partnership is the
sole member of Trailer Investments , Lincolnshire Equity Partners III,
L.P. (“LEP III”), a Delaware limited partnership, is the general partner
of LEF III, and Lincolnshire Equity III, LLC (“Equity III”), a Delaware
limited liability company , is the general partner of LEP III. Thomas J.
Maloney, one of our directors who was designated by Trailer Investments
holds a majority of the voting power of Equity
III. Trailer Investors has also designated the following
individuals to serve on our board of directors: Michael J. Lyons, Vineet
Pruthi, James G. Binch, and Andrew C. Boynton. All of the
shares of common stock beneficially owned by Trailer Investments and
offered hereby are not currently outstanding but are issuable at any time
upon exercise of the Warrant.
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(2)
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Because
the selling stockholder may, under this prospectus, offer all or some
portion of its common stock, no estimate can be given as to the number of
shares of our common stock that will be held by the selling stockholder
upon termination of any sales. We refer you to the information under the
heading “Plan of Distribution.”
|
|
·
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on
the New York Stock Exchange, in the over-the-counter market or on any
other national or international securities exchange on which our shares
are listed or traded;
|
|
·
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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·
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in
underwritten transactions on either a firm commitment or best-efforts
basis;
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·
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block
trades in which the broker-dealer will attempt to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
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an
exchange distribution in accordance with the rules of the applicable
exchange;
|
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·
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privately
negotiated transactions;
|
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·
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short
sales effected after the date the registration statement of which this
prospectus is a part is declared effective by the
SEC;
|
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·
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through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
·
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an
agreement between a broker-dealer and the selling stockholder
to sell a specified number of such shares at a stipulated price per share;
and
|
|
·
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a
combination of any such methods of
sale.
|
2008
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||||||||
High
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Low
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|||||||
First
quarter
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$ | 9.50 | $ | 6.96 | ||||
Second
quarter
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$ | 10.59 | $ | 7.55 | ||||
Third
quarter
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$ | 11.69 | $ | 6.85 | ||||
Fourth
quarter
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$ | 9.37 | $ | 3.26 |
2009
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||||||||
High
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Low
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|||||||
First
quarter
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$ | 5.07 | $ | 0.51 | ||||
Second
quarter
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$ | 2.71 | $ | 0.68 | ||||
Third
quarter
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$ | 3.25 | $ | 0.50 | ||||
Fourth quarter | $ | 3.05 | $ | 1.36 |
2010
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||||||||
High
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Low
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|||||||
First
quarter (through March 29, 2010)
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$ | 7.84 | $ | 1.82 | ||||
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||||||||
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||||||||
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·
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directly
or indirectly declare or make any dividend, distribution, or redemption of
any shares of any class of our stock other than dividend payments on the
Preferred Stock;
|
·
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directly
or indirectly declare or make any payments of management, consulting or
other fees to any affiliate, which includes certain of our officers,
directors and employees;
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·
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issue
any notes or debt securities containing equity or voting features or any
capital stock, other equity securities or equity-linked
securities;
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·
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make
loans or advances to, guarantees for the benefit of, or investments in,
any person, subject to exceptions for reasonable advances to employees and
specified types of highly liquid
investments;
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·
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liquidate,
dissolve or effect a recapitalization or reorganization in any form of
transaction, unless, in the case of a recapitalization or reorganization,
such transaction would result in a change of control and we pay to the
holders of the Preferred Stock all amounts then due and owing under the
Preferred Stock prior to or contemporaneous with the consummation of such
transaction;
|
·
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directly
or indirectly acquire any interest in an entity or joint venture, except
for acquisitions involving aggregate consideration (whether payable in
cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the
time of any such acquisition, we have availability for draw-downs under
the Amended Facility in an amount equal to or exceeding $20,000,000 and
the ratio of our aggregate indebtedness as of the most recent month end to
the previous twelve-month EBITDA (as defined in the Amended Facility)
after giving effect to such acquisition is less than
6:1;
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·
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reclassify
or recapitalize our capital stock , subject to certain
exceptions;
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·
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enter
into any line of business other than the lines of business in which we are
currently engaged and other activities reasonably related
thereto;
|
·
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enter
into, amend, modify or supplement any agreement, commitment or arrangement
with any of our affiliates, except for customary employment arrangements
and benefit programs on reasonable terms and except as otherwise expressly
contemplated by certain documents entered into in connection with the
Transaction;
|
·
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create,
incur, guarantee, assume or suffer to exist, any indebtedness, other than
(A) indebtedness pursuant to the Amended Facility, and (B) indebtedness in
an aggregate amount not to exceed $10,000,000, provided that such
indebtedness is created, incurred, guaranteed, assumed or suffered to
exist solely to satisfy our working capital requirements, the interest
rate per annum applicable to such Indebtedness does not exceed 9% and the
ratio of our aggregate indebtedness as of the most recent month end to the
previous twelve-month EBITDA after giving effect to such creation,
incurrence, guaranty, assumption or sufferance does not exceed
3:1;
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·
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engage
in any transaction that results in a change of control unless we pay to
the holders of the Preferred Stock all amounts then due and owing under
the Preferred Stock (including the premium payable in connection with any
redemption relating to a change of control) prior to or contemporaneous
with the consummation of such
transaction;
|
·
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sell,
lease or otherwise dispose of more than 2% of our consolidated assets
(computed on the basis of book value, determined in accordance with
Generally Accepted Accounting Principles in the U.S. (“GAAP”), or fair
market value, determined by the board of directors in its reasonable good
faith judgment) in any transaction or series of related transactions,
other than sales of inventory in the ordinary course of
business;
|
·
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become
subject to any agreement or instrument which by its terms would (under any
circumstances) restrict (A) the right of any subsidiary to make loans or
advances or pay dividends to, transfer property to, or repay any
indebtedness owed to us or (B) restrict our right or ability to perform
the provisions of certain agreements entered into in connection with the
Transaction or to conduct its business as conducted as of the Effective
Date (as defined in the Amended
Facility);
|
·
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make
any amendment to or rescind any provision of our organization documents,
increase the number of authorized shares of common stock or preferred
stock or adversely affect or otherwise impair the rights of the Trailer
Investors or the holders of the Preferred Stock;
or
|
·
|
increase
the size of the board of directors or create or change any committee of
our board of directors.
|
Securities
and Exchange Commission filing fee
|
$ | 3,710 | ||
Accounting
fees and expenses
|
65,000
|
|||
Legal
fees and expenses
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45,000
|
|||
Miscellaneous
|
10,000
|
|||
Total
expenses
|
$ |
123,710
|
(a)
|
||
2.01
|
Stock
Purchase Agreement by and among the Company, Transcraft Corporation and
Transcraft Investment Partners, L.P. dated as of March 3, 2006
(12)
|
|
3.01
|
Certificate
of Incorporation of the Company (1)
|
|
3.02
|
Certificate
of Designations of Series D Junior Participating Preferred Stock
(10)
|
|
3.03
|
Certificates
of Designations, Preferences and Rights of Series E Redeemable Preferred
Stock (19)
|
|
3.04
|
Certificates
of Designations, Preferences and Rights of Series F Redeemable Preferred
Stock (19)
|
|
3.05
|
Certificates
of Designations, Preferences and Rights of Series G Redeemable Preferred
Stock (19)
|
|
3.06
|
Amended
and Restated By-laws of the Company, as amended (19)
|
|
4.01
|
Specimen
Stock Certificate (2)
|
|
4.02
|
Rights
Agreement between the Company and National City Bank as Rights Agent dated
December 28, 2005 (11)
|
|
4.02
|
Amendment
dated July 17, 2009 to the Rights Agreement, dated as of December 28,
2005, between the Company and National City Bank, as Rights Agent
(18)
|
|
5.01
|
Opinion
of Hogan & Hartson LLP (20)
|
|
10.01#
|
1992
Stock Option Plan (1)
|
|
10.02#
|
2000
Stock Option Plan (3)
|
|
10.03#
|
Executive
Employment Agreement dated June 28, 2002 between the Company and Richard
J. Giromini (4)
|
|
10.04#
|
Non-qualified
Stock Option Agreement dated July 15, 2002 between the Company and Richard
J. Giromini (4)
|
|
10.05#
|
Non-qualified
Stock Option Agreement between the Company and William P. Greubel
(4)
|
|
10.06
|
Asset
Purchase Agreement dated July 22, 2003 (5)
|
|
10.07
|
Amendment
No. 1 to the Asset Purchase Agreement dated September 19, 2003
(5)
|
|
10.08#
|
2004
Stock Incentive Plan (6)
|
|
10.09#
|
Form
of Associate Stock Option Agreements under the 2004 Stock Incentive Plan
(7)
|
|
10.10#
|
Form
of Associate Restricted Stock Agreements under the 2004 Stock Incentive
Plan (7)
|
|
10.11#
|
Form
of Executive Stock Option Agreements under the 2004 Stock Incentive Plan
(7)
|
|
10.12#
|
Form
of Executive Restricted Stock Agreements under the 2004 Stock Incentive
Plan (7)
|
|
10.13#
|
Restricted
Stock Unit Agreement between the Company and William P. Greubel dated
March 7, 2005 (8)
|
|
10.14#
|
Stock
Option Agreement between the Company and William P. Greubel dated March 7,
2005 (8)
|
|
10.15#
|
Corporate
Plan for Retirement – Executive Plan
(9)
|
10.16#
|
Change
in Control Policy (15)
|
|
10.17#
|
Executive
Severance Policy (15)
|
|
10.18#
|
Form
of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.19#
|
Form
of Restricted Stock Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.20#
|
Form
of CEO and President Restricted Stock Agreement under the 2004 Stock
Incentive Plan (13)
|
|
10.21#
|
Form
of Stock Option Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.22#
|
Form
of CEO and President Stock Option Agreement under the 2004 Stock Incentive
Plan (13)
|
|
10.23#
|
Executive
Director Agreement dated January 1, 2007 between the Company and William
P. Greubel (14)
|
|
10.24#
|
Amendment
to Executive Employment Agreement dated January 1, 2007 between the
Company and Richard J. Giromini (14)
|
|
10.25#
|
Form
of Non-Qualified Stock Option Agreement under the 2007 Omnibus Incentive
Plan (15)
|
|
10.26#
|
Form
of Restricted Stock Agreement under the 2007 Omnibus Incentive Plan
(15)
|
|
10.27
|
Third
Amended and Restated Loan and Security Agreement, 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 other Lender parties
thereto (18)
|
|
10.28#
|
2007
Omnibus Incentive Plan, as amended (16)
|
|
10.29
|
Securities
Purchase Agreement dated as of July 17, 2009, by and between the Company
and Trailer Investments, LLC, including Exhibits thereto
(18)
|
|
10.30
|
Investor
Rights Agreement dated as of August 3, 2009 by and between the Company and
Trailer Investments, LLC (19)
|
|
10.31
|
Warrant
to Purchase Shares of Common Stock issued on August 3, 2009
(19)
|
|
10.32#
|
Form
of Indemnification Agreement (19)
|
|
21.01
|
List
of Significant Subsidiaries (17)
|
|
23.01
|
Consent
of Ernst & Young LLP (21)
|
|
23.02
|
Consent
of Hogan & Hartson (Included in Exhibit 5.01)
|
|
24.01
|
|
Power
of Attorney (20)
|
#
|
Management
contract or compensatory plan.
|
|
(1)
|
Incorporated
by reference to the Registrant's Registration Statement on Form S-1 (No.
33-42810) or the Registrant’s Registration Statement on Form 8-A filed
December 6, 1995 (Item 3.02 and 4.02)
|
|
(2)
|
Incorporated
by reference to the Registrant’s registration statement Form S-3
(Registration No. 333-27317) filed on May 16, 1997
|
|
(3)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended March 31,
2001 (File No. 1-10883)
|
|
(4)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended June 30,
2002 (File No. 1-10883)
|
|
(5)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on September 29, 2003
(File No. 1-10883)
|
|
(6)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended June 30,
2004 (File No. 1-10883)
|
|
(7)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended September
30, 2004 (File No. 1-10883)
|
|
(8)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on March 11, 2005 (File
No. 1-10883)
|
|
(9)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended March 31,
2005 (File No. 1-10883)
|
|
(10)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File
No. 1-10883)
|
|
(11)
|
Incorporated
by reference to the Registrant’s registration statement on Form 8-A12B
filed on December 28, 2005 (File No. 1-10883)
|
|
(12)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on March 8, 2006 (File No.
1-10883)
|
|
(13)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on May 18, 2006 (File No.
1-10883)
|
|
(14)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File
No. 1-10883)
|
|
(15)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No.
1-10883)
|
|
(16)
|
Incorporated
by reference to the Registrant’s Form 10-K for the year ended December 31,
2007 (File No. 1-10883)
|
|
(17)
|
Incorporated
by reference to the Registrant’s Form 10-K for the year ended December 31,
2008 (File No. 1-10883)
|
|
(18)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on July 20, 2009 (File No.
1-10883)
|
|
(19)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File
No. 1-10883)
|
|
(20)
|
|
Previously
filed
|
(21) | Filed herewith |
(b)
|
Financial
statement schedules.
|
WABASH
NATIONAL CORPORATION
|
||
By:
|
/s/
Richard J. Giromini
|
|
Richard
J. Giromini
President
and Chief Executive
Officer
|
Signature
|
Title
|
Date
|
||
President,
Chief Executive Officer and
|
March
30, 2010
|
|||
/s/ Richard J. Giromini
|
Director
(principal executive
officer)
|
|||
Richard
J. Giromini
|
||||
Senior
Vice President— Chief Financial
|
March
30, 2010
|
|||
Officer
(principal financial and
accounting
|
||||
/s/ Mark J. Weber
|
officer)
|
|||
Mark
J. Weber
|
||||
*
|
Director
|
March
30, 2010
|
||
Martin
C. Jischke
|
||||
*
|
Director
|
March
30, 2010
|
||
James
D. Kelly
|
||||
*
|
Director
|
March
30, 2010
|
||
Stephanie
K. Kushner
|
||||
*
|
Director
|
March
30, 2010
|
||
Larry
J. Magee
|
||||
*
|
Director
|
March
30, 2010
|
||
Scott
K. Sorensen
|
||||
*
|
Director
|
March
30, 2010
|
||
Ronald
L. Stewart
|
||||
*
|
Director
|
March
30, 2010
|
||
Thomas
J. Maloney
|
||||
*
|
Director
|
March
30, 2010
|
||
Michael
J. Lyons
|
||||
*
|
Director
|
March
30, 2010
|
||
Vineet
Pruthi
|
*
|
Director
|
March
30, 2010
|
||
James
G. Binch
|
||||
*
|
Director
|
March
30, 2010
|
||
Andrew
C. Boynton
|
|
|
* By:
|
/s/ Mark J.
Weber
|
Attorney-in-Fact
|
2.01
|
Stock
Purchase Agreement by and among the Company, Transcraft Corporation and
Transcraft Investment Partners, L.P. dated as of March 3, 2006
(12)
|
|
3.01
|
Certificate
of Incorporation of the Company (1)
|
|
3.02
|
Certificate
of Designations of Series D Junior Participating Preferred Stock
(10)
|
|
3.03
|
Certificates
of Designations, Preferences and Rights of Series E Redeemable Preferred
Stock (19)
|
|
3.04
|
Certificates
of Designations, Preferences and Rights of Series F Redeemable Preferred
Stock (19)
|
|
3.05
|
Certificates
of Designations, Preferences and Rights of Series G Redeemable Preferred
Stock (19)
|
|
3.06
|
Amended
and Restated By-laws of the Company, as amended (19)
|
|
4.01
|
Specimen
Stock Certificate (2)
|
|
4.02
|
Rights
Agreement between the Company and National City Bank as Rights Agent dated
December 28, 2005 (11)
|
|
4.02
|
Amendment
dated July 17, 2009 to the Rights Agreement, dated as of December 28,
2005, between the Company and National City Bank, as Rights Agent
(18)
|
|
5.01
|
Opinion
of Hogan & Hartson LLP (20)
|
|
10.01#
|
1992
Stock Option Plan (1)
|
|
10.02#
|
2000
Stock Option Plan (3)
|
|
10.03#
|
Executive
Employment Agreement dated June 28, 2002 between the Company and Richard
J. Giromini (4)
|
|
10.04#
|
Non-qualified
Stock Option Agreement dated July 15, 2002 between the Company and Richard
J. Giromini (4)
|
|
10.05#
|
Non-qualified
Stock Option Agreement between the Company and William P. Greubel
(4)
|
|
10.06
|
Asset
Purchase Agreement dated July 22, 2003 (5)
|
|
10.07
|
Amendment
No. 1 to the Asset Purchase Agreement dated September 19, 2003
(5)
|
|
10.08#
|
2004
Stock Incentive Plan (6)
|
|
10.09#
|
Form
of Associate Stock Option Agreements under the 2004 Stock Incentive Plan
(7)
|
|
10.10#
|
Form
of Associate Restricted Stock Agreements under the 2004 Stock Incentive
Plan (7)
|
|
10.11#
|
Form
of Executive Stock Option Agreements under the 2004 Stock Incentive Plan
(7)
|
|
10.12#
|
Form
of Executive Restricted Stock Agreements under the 2004 Stock Incentive
Plan (7)
|
|
10.13#
|
Restricted
Stock Unit Agreement between the Company and William P. Greubel dated
March 7, 2005 (8)
|
|
10.14#
|
Stock
Option Agreement between the Company and William P. Greubel dated March 7,
2005 (8)
|
|
10.15#
|
Corporate
Plan for Retirement – Executive Plan (9)
|
|
10.16#
|
Change
in Control Policy (15)
|
|
10.17#
|
Executive
Severance Policy (15)
|
|
10.18#
|
Form
of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.19#
|
Form
of Restricted Stock Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.20#
|
Form
of CEO and President Restricted Stock Agreement under the 2004 Stock
Incentive Plan (13)
|
|
10.21#
|
Form
of Stock Option Agreement under the 2004 Stock Incentive Plan
(13)
|
|
10.22#
|
Form
of CEO and President Stock Option Agreement under the 2004 Stock Incentive
Plan (13)
|
|
10.23#
|
Executive
Director Agreement dated January 1, 2007 between the Company and William
P. Greubel (14)
|
|
10.24#
|
Amendment
to Executive Employment Agreement dated January 1, 2007 between the
Company and Richard J. Giromini (14)
|
|
10.25#
|
Form
of Non-Qualified Stock Option Agreement under the 2007 Omnibus Incentive
Plan (15)
|
|
10.26#
|
Form
of Restricted Stock Agreement under the 2007 Omnibus Incentive Plan
(15)
|
|
10.27
|
Third
Amended and Restated Loan and Security Agreement, 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 other Lender parties
thereto (18)
|
|
10.28#
|
2007
Omnibus Incentive Plan, as amended (16)
|
|
10.29
|
Securities
Purchase Agreement dated as of July 17, 2009, by and between the Company
and Trailer Investments, LLC, including Exhibits thereto
(18)
|
|
10.30
|
Investor
Rights Agreement dated as of August 3, 2009 by and between the Company and
Trailer Investments, LLC (19)
|
|
10.31
|
Warrant
to Purchase Shares of Common Stock issued on August 3, 2009
(19)
|
|
10.32#
|
Form
of Indemnification Agreement
(19)
|
21.01
|
List
of Significant Subsidiaries (17)
|
|
23.01
|
Consent
of Ernst & Young LLP (21)
|
|
23.02
|
Consent
of Hogan & Hartson (Included in Exhibit 5.01)
|
|
24.01
|
|
Power
of Attorney (20)
|
#
|
Management
contract or compensatory plan.
|
|
(1)
|
Incorporated
by reference to the Registrant's Registration Statement on Form S-1 (No.
33-42810) or the Registrant’s Registration Statement on Form 8-A filed
December 6, 1995 (Item 3.02 and 4.02)
|
|
(2)
|
Incorporated
by reference to the Registrant’s registration statement Form S-3
(Registration No. 333-27317) filed on May 16, 1997
|
|
(3)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended March 31,
2001 (File No. 1-10883)
|
|
(4)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended June 30,
2002 (File No. 1-10883)
|
|
(5)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on September 29, 2003
(File No. 1-10883)
|
|
(6)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended June 30,
2004 (File No. 1-10883)
|
|
(7)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended September
30, 2004 (File No. 1-10883)
|
|
(8)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on March 11, 2005 (File
No. 1-10883)
|
|
(9)
|
Incorporated
by reference to the Registrant’s Form 10-Q for the quarter ended March 31,
2005 (File No. 1-10883)
|
|
(10)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File
No. 1-10883)
|
|
(11)
|
Incorporated
by reference to the Registrant’s registration statement on Form 8-A12B
filed on December 28, 2005 (File No. 1-10883)
|
|
(12)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on March 8, 2006 (File No.
1-10883)
|
|
(13)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on May 18, 2006 (File No.
1-10883)
|
|
(14)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File
No. 1-10883)
|
|
(15)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No.
1-10883)
|
|
(16)
|
Incorporated
by reference to the Registrant’s Form 10-K for the year ended December 31,
2007 (File No. 1-10883)
|
|
(17)
|
Incorporated
by reference to the Registrant’s Form 10-K for the year ended December 31,
2008 (File No. 1-10883)
|
|
(18)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on July 20, 2009 (File No.
1-10883)
|
|
(19)
|
Incorporated
by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File
No. 1-10883)
|
|
(20)
|
|
Previously
Filed
|
(21) | Filed herewith |