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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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 13, 2009 (March 9, 2009)
Date of Report (Date of earliest event reported)
Hayes Lemmerz International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50303 | 32-0072578 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15300 Centennial Drive, Northville, Michigan | 48167 | |
(Address of principal executive offices) | (Zip Code) |
(734) 737-5000
(Registrant’s telephone number, including area code)
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:
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)) |
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ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. | ||||||||
SIGNATURES |
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ITEM 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
(a) On March 9, 2009, the Audit Committee of Hayes Lemmerz International, Inc. (the “Company”) determined that the Company’s previously issued financial statements included in the following periodic reports should no longer be relied upon due to errors in the loss per common share data as set forth in the Statements of Operations for the following accounting periods:
Accounting Period | Periodic Report | |
Twelve Months Ended January 31, 2008 | Annual Report on Form 10-K filed April 10, 2008 | |
Twelve Months Ended January 31, 2007 | ||
Twelve Months Ended January 31, 2006 | ||
Three Months Ended April 30, 2007 | Quarterly Report on Form 10-Q filed June 5, 2008 | |
Three and Six Months Ended July 31, 2007 | Quarterly Report on Form 10-Q filed September 4, 2008 | |
Three and Six Months Ended July 31, 2007 | Amendment to Quarterly Report on Form 10-Q/A | |
Three and Six Months Ended July 31, 2006 | filed September 13, 2007 | |
Three and Nine Months Ended October 31, 2007 | Quarterly Report on Form 10-Q filed December 5, 2008 | |
Three and Nine Months Ended October 31, 2007 | Quarterly Report on Form 10-Q filed December 10, 2007 | |
Three and Nine Months Ended October 31, 2006 |
The weighted average shares outstanding data for the above periods were not adjusted in accordance with Paragraph 55 ofStatement of Financial Accounting Standards No. 128, Earnings Per Share(“SFAS 128”) in connection with the Company’s equity rights offering in May 2007. SFAS 128 provides that if a rights issue is offered to all existing stockholders at an exercise price that is less than the fair value of the stock, then the weighted average shares outstanding and basic and diluted earnings per share shall be adjusted retroactively for the bonus element for all periods presented. Because the Company had a loss in all relevant periods, there is no difference between basic and diluted earnings per share. The following tables set forth the corrected loss per common share data for these periods:
Twelve months ended each of January 31, 2008, January 31, 2007 and January 31, 2006:
Fiscal Year Ending | ||||||||||||
1/31/2008 | 1/31/2007 | 1/31/2006 | ||||||||||
Net Loss as presented ($ in Millions) | $ | (194.4 | ) | $ | (166.9 | ) | $ | (457.5 | ) | |||
Adjusted Net Loss | (194.4 | ) | (166.9 | ) | (457.5 | ) | ||||||
Change in Net Loss | $ | — | $ | — | $ | — | ||||||
% Change in Net Loss | 0 | % | 0 | % | 0 | % | ||||||
Weighted average shares (in thousands) as presented | 80,533 | 38,307 | 37,942 | |||||||||
Corrected weighted average shares | 87,040 | 57,836 | 57,285 | |||||||||
Change in Weighted Average Shares | 6,507 | 19,529 | 19,343 | |||||||||
% Change in Weighted average Shares | 8 | % | 51 | % | 51 | % | ||||||
Basic and Diluted Earnings Per Share as presented | $ | (2.41 | ) | $ | (4.36 | ) | $ | (12.06 | ) | |||
Corrected Basic and Diluted Earnings per Share | $ | (2.23 | ) | $ | (2.89 | ) | $ | (7.99 | ) | |||
Change in Basic and Diluted Earnings per Share | $ | 0.18 | $ | 1.47 | $ | 4.07 | ||||||
% Change in Basic and Diluted Earnings per Share | -7 | % | -34 | % | -34 | % |
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Three, six and nine months ended each of April 30, 2006, July 30, 2006 and October 31, 2006:
Fiscal 2006 | ||||||||||||
Quarter to Date Ending | ||||||||||||
4/30/2006 | 7/31/2006 | 10/31/2006 | ||||||||||
Net Loss as presented ($ in Millions) | $ | (17.6 | ) | $ | (26.9 | ) | $ | (59.6 | ) | |||
Adjusted Net Loss | (17.6 | ) | (26.9 | ) | (59.6 | ) | ||||||
Change in Net Loss | $ | — | $ | — | $ | — | ||||||
% Change in Net Loss | 0 | % | 0 | % | 0 | % | ||||||
Weighted average shares (in thousands) as presented | 38,122 | 38,161 | 38,464 | |||||||||
Corrected weighted average shares | 57,557 | 57,615 | 58,073 | |||||||||
Change in Weighted Average Shares | 19,435 | 19,454 | 19,609 | |||||||||
% Change in Weighted average Shares | 51 | % | 51 | % | 51 | % | ||||||
Basic and Diluted Earnings Per Share as presented | $ | (0.46 | ) | $ | (0.70 | ) | $ | (1.55 | ) | |||
Corrected Basic and Diluted Earnings per Share | $ | (0.31 | ) | $ | (0.47 | ) | $ | (1.03 | ) | |||
Change in Basic and Diluted Earnings per Share | $ | 0.15 | $ | 0.23 | $ | 0.52 | ||||||
% Change in Basic and Diluted Earnings per Share | -33 | % | -33 | % | -34 | % |
Fiscal 2006 | ||||||||||||
Year to Date Ending | ||||||||||||
4/30/2006 | 7/31/2006 | 10/31/2006 | ||||||||||
Net Loss as presented ($ in Millions) | $ | (17.6 | ) | $ | (44.5 | ) | $ | (104.1 | ) | |||
Adjusted Net Loss | (17.6 | ) | (44.5 | ) | (104.1 | ) | ||||||
Change in Net Loss | $ | — | $ | — | $ | — | ||||||
% Change in Net Loss | 0 | % | 0 | % | 0 | % | ||||||
Weighted average shares (in thousands) as presented | 38,122 | 38,143 | 38,250 | |||||||||
Corrected weighted average shares | 57,557 | 57,588 | 57,750 | |||||||||
Change in Weighted Average Shares | 19,435 | 19,445 | 19,500 | |||||||||
% Change in Weighted average Shares | 51 | % | 51 | % | 51 | % | ||||||
Basic and Diluted Earnings Per Share as presented | $ | (0.46 | ) | $ | (1.17 | ) | $ | (2.72 | ) | |||
Corrected Basic and Diluted Earnings per Share | $ | (0.31 | ) | $ | (0.77 | ) | $ | (1.80 | ) | |||
Change in Basic and Diluted Earnings per Share | $ | 0.15 | $ | 0.40 | $ | 0.92 | ||||||
% Change in Basic and Diluted Earnings per Share | -33 | % | -34 | % | -34 | % |
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Three, six and nine months ended each of April 30, 2007, July 31, 2007 and October 31, 2007:
Fiscal 2007 | ||||||||||||
Quarter to Date Ending | ||||||||||||
4/30/2007 | 7/31/2007 | 10/31/2007 | ||||||||||
Net Loss as presented ($ in Millions) | $ | (15.3 | ) | $ | (87.1 | ) | $ | (62.7 | ) | |||
Adjusted Net Loss | (15.3 | ) | (87.1 | ) | (62.7 | ) | ||||||
Change in Net Loss | $ | — | $ | — | $ | — | ||||||
% Change in Net Loss | 0 | % | 0 | % | 0 | % | ||||||
Weighted average shares (in thousands) as presented | 39,269 | 79,336 | 100,382 | |||||||||
Corrected weighted average shares | 59,304 | 86,652 | 100,382 | |||||||||
Change in Weighted Average Shares | 20,035 | 7,316 | — | |||||||||
% Change in Weighted average Shares | 51 | % | 9 | % | 0 | % | ||||||
Basic and Diluted Earnings Per Share as presented | $ | (0.38 | ) | $ | (1.10 | ) | $ | (0.62 | ) | |||
Corrected Basic and Diluted Earnings per Share | $ | (0.26 | ) | $ | (1.01 | ) | $ | (0.62 | ) | |||
Change in Basic and Diluted Earnings per Share | $ | 0.12 | $ | 0.09 | $ | — | ||||||
% Change in Basic and Diluted Earnings per Share | -32 | % | -8 | % | 0 | % |
Fiscal 2007 | ||||||||||||
Year to Date Ending | ||||||||||||
4/30/2007 | 7/31/2007 | 10/31/2007 | ||||||||||
Net Loss as presented ($ in Millions) | $ | (15.3 | ) | $ | (102.4 | ) | $ | (165.1 | ) | |||
Adjusted Net Loss | (15.3 | ) | (102.4 | ) | (165.1 | ) | ||||||
Change in Net Loss | $ | — | $ | — | $ | — | ||||||
% Change in Net Loss | 0 | % | 0 | % | 0 | % | ||||||
Weighted average shares (in thousands) as presented | 39,269 | 59,854 | 73,414 | |||||||||
Corrected weighted average shares | 59,304 | 73,133 | 82,352 | |||||||||
Change in Weighted Average Shares | 20,035 | 13,279 | 8,938 | |||||||||
% Change in Weighted average Shares | 51 | % | 22 | % | 12 | % | ||||||
Basic and Diluted Earnings Per Share as presented | $ | (0.38 | ) | $ | (1.71 | ) | $ | (2.25 | ) | |||
Corrected Basic and Diluted Earnings per Share | $ | (0.26 | ) | $ | (1.40 | ) | $ | (2.00 | ) | |||
Change in Basic and Diluted Earnings per Share | $ | 0.12 | $ | 0.31 | $ | 0.25 | ||||||
% Change in Basic and Diluted Earnings per Share | -32 | % | -18 | % | -11 | % |
No other periods or financial statements were affected by this error. The Audit Committee has discussed with the Company’s independent auditors the matters disclosed in the Form 8-K.
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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.
HAYES LEMMERZ INTERNATIONAL, INC. | ||||
By: | /s/ Patrick C. Cauley | |||
Patrick C. Cauley | ||||
Vice President, General Counsel and Secretary | ||||
Dated: March 13, 2009