RAIL FreightCar America

Filed: 24 Nov 20, 4:20pm



Washington, D.C. 20549





Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 24, 2020



(Exact name of registrant as specified in its charter)


(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

125 S. Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

(800) 458-2235

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareRAILNasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Section 5 - Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

FreightCar America, Inc. (the "Company") held a Special Meeting of Stockholders on November 24, 2020. Set forth below are the voting results for the one matter submitted to a vote of the stockholders.

                    1.  Approval of the issuance of 23% of the Company's outstanding common stock on a fully-diluted basis at the time the warrant (the "Warrant") issued to a lender of the Company is exercised (after giving effect to such issuance), as required by and in accordance with Nasdaq Listing Rule 5635(b) and 5635(d) for certain private issuances of more than 20% of the Company's outstanding common stock.
  For        8,565,727
      Against                                                                                             573,773

Section 8 - Other Events

Item 8.01. Other Events.

On November 24, 2020, the Company issued a press release announcing the approval of the issuance of the shares of common stock underlying the Warrant by the Company's stockholders at the Company's special meeting of stockholders held on November 24, 2020 and the funding of the loan pursuant to the Term Loan Credit Agreement previously disclosed in the Company's Current Report on Form 8-K filed on October 19, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits  
Exhibit 99.1 Press release of FreightCar America, Inc., dated November 24, 2020.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

Date: November 24, 2020By: /s/ Christopher J. Eppel        
  Christopher J. Eppel
  Vice President, Finance, Chief Financial Officer, Treasurer and Secretary