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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): September 2, 2025
FREIGHTCAR AMERICA, INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
000-51237 |
|
25-1837219 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
| 125 South Wacker Drive, Suite 1500 |
|
|
| Chicago,
Illinois |
|
60606 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(800)
458-2235
(Registrant’s
telephone number, including area code)
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:
| ☐ | 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 class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
RAIL |
|
Nasdaq 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
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
On
September 2, 2025, the Board of Directors (the “Board”) of FreightCar America, Inc., a Delaware corporation (the “Company”),
declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value
$0.01 per share, of the Company. The dividend is payable on September 8, 2025 to the stockholders of record on September 2, 2025. The
description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) by and between the Company
and Computershare Trust Company, N.A., as rights agent.
The
Rights Agreement is similar to stockholder rights plans adopted by other public companies and is intended to protect the interests of
the Company and its stockholders by reducing the likelihood that any person or group gains control of the Company through open market
accumulation or other tactics without paying an appropriate control premium. In general terms, it works by imposing a significant penalty
upon any person or group that acquires beneficial ownership of 15% or more of the outstanding common stock of the Company without the
approval of the Board (or 20% or more in the case of a person or group that is entitled to file, and does file, a Schedule 13G (a “13G
Investor”)). The Rights Agreement should not interfere with any merger or other business combination approved in advance by the
Board. The Rights Agreement also provides that if a stockholder’s beneficial ownership of the Company’s common stock as of
the time of the first public announcement of the declaration of the Rights dividend is at or above the applicable protective threshold
(including through entry into certain derivative positions), the rights would become exercisable if at any time after such date, the
stockholder increases its ownership percentage by 0.001% or more.
A
summary of the terms of the Rights Agreement follows. This description is only a summary, is not complete, and should be read together
with, and is qualified in its entirety by, the entire Rights Agreement, which has been filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference. A copy of the Rights Agreement is available free of charge from the Company upon request.
The
Rights. The Board authorized the issuance of a Right with respect to each outstanding share of common stock on September 2, 2025.
The Rights will initially trade with, and will be inseparable from, the common stock. The Rights will be evidenced only by certificates
that represent shares of common stock (or, in the case of uncertificated shares, which is how most holders’ shares are represented,
by notations in the book-entry account system that track the ownership of certificated shares). New Rights will accompany any new shares
of common stock the Company issues after September 2, 2025 until the Distribution Date described below.
Purchase
Price. Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series D Junior Participating
Preferred Stock (a “Preferred Share”) for $42.00 (the “Purchase Price”), once the Rights become exercisable,
subject to adjustment. This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation
rights as would one share of common stock. Prior to exercise or exchange, the Right will not give its holder any dividend, voting or
liquidation rights.
Exercisability.
The Rights will not be exercisable until:
| ● | 10
business days after the public announcement that a person or group has become an “Acquiring
Person” by obtaining beneficial ownership of 15% or more of the Company’s outstanding
common stock (or 20% or more in the case of a 13G Investor); or |
| ● | 10
business days (or a later date determined by the Board before any person or group becomes
an Acquiring Person) after a person or group begins or announces a tender or exchange offer
which, if completed, would result in that person or group becoming an Acquiring Person. |
Shares
held by affiliates and associates of an Acquiring Person, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties
to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the
Acquiring Person.
The
date when the Rights become exercisable is the “Distribution Date.” Until that date, the common stock certificates (or, in
the case of uncertificated shares, notations in the book-entry account system) will also evidence the associated Rights, and any transfer
of shares of common stock will constitute a transfer of the associated Rights. After that date, the Rights will separate from the common
stock and be evidenced by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by
an Acquiring Person or certain transferees thereof are null and void and may not be exercised.
Consequences
of a Person or Group Becoming an Acquiring Person.
| ● | Flip
In. If a person or group becomes an Acquiring Person, then the Rights are activated,
or “flip in,” and all holders of Rights except the Acquiring Person may, for
the Purchase Price determined pursuant to the Agreement, purchase shares of the Company’s
common stock at a price per share equal to 50% of the then-current per share market value
of the common stock, based on the market price of the common stock prior to such acquisition. |
| ● | Flip
Over. If the Company is acquired in a merger or similar transaction after the Distribution
Date, then the Rights “flip over” and become exercisable with respect to the
Acquiring Person’s stock and all holders of Rights except the Acquiring Person may
receive that number of shares of the person with which the Company has engaged in the foregoing
transaction that have a market value equal to twice the exercise price of the Right. |
Preferred
Share Provisions.
Each
one one-hundredth of a Preferred Share, if issued and, subject to adjustment:
| ● | will
entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to
the dividend paid for such quarter on one share of common stock, whichever is greater. |
| ● | will
entitle holders upon the liquidation, dissolution or winding-up of the Company either to
receive $1 per share or an amount equal to the payment made in connection therewith on each
share of common stock, whichever is greater. |
| ● | will
generally have the same voting power as one share of common stock. |
| ● | if
shares of the Company’s common stock are converted via a merger, consolidation, or
similar transaction, will entitle holders to a per share payment equal to the payment made
on one share of common stock. |
The
value of one one-hundredth interest in a Preferred Share should approximate the value of one share of common stock.
Expiration.
The Rights will expire, without any further action required of the Board, on August 5, 2026, unless the Expiration Date is advanced or
extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below, or upon the occurrence
of certain transactions.
Redemption.
The Board may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. The redemption
price for the Rights is payable at the option of the Company, in cash, shares of Common Stock or such other form of consideration as
the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors of the Company in its sole discretion may establish. If the Board redeems any Rights,
it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption
price of $0.001 per Right. The redemption price will be adjusted if the Company effects a stock split or stock dividends on its common
stock.
Exchange.
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding
common stock, the Board may extinguish the Rights by exchanging one share of common stock or a security with equivalent value for each
Right, other than Rights owned by the Acquiring Person or that otherwise become void.
Anti-Dilution
Provisions. The purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights
may be adjusted in certain circumstances to prevent dilution that may occur as a result of a stock dividend, a stock split, a stock combination,
a reclassification or similar events of or relating to the Preferred Shares or the common stock. No adjustments to the Purchase Price
of less than 1% will be made.
Amendments.
The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After
a person or group becomes an Acquiring Person, the Board of Directors may not amend the Rights Agreement in a way that adversely affects
holders of the Rights as such (other than an Acquiring Person or an affiliate or associate of any Acquiring Person).
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of
Designation for the Preferred Shares and the Rights Agreement, copies of which are attached as Exhibits 3.1 and 4.1, respectively, to
this Current Report on Form 8-K and are incorporated by reference herein.
Section
3 – Securities and Trading Markets
Item
3.03. Material Modifications of Rights of Security Holders
See
the disclosures in Items 1.01 and 5.03 of this Current Report on Form 8-K, which are incorporated by reference herein.
Section
5 – Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In
connection with the adoption of the Rights Agreement referenced in Item 1.01 above, the Board approved the Certificate of Designation
establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designation was filed with the
Secretary of State of the State of Delaware on September 8, 2025. The Certificate of Designation is attached hereto as Exhibit 3.1 and
is incorporated herein by reference. The information set forth under Item 1.01 above is incorporated by reference herein.
Section
8 – Other Events
Item
8.01. Other Events.
On
September 8, 2025, the Company issued a press release announcing adoption of the Rights Agreement. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
Number |
|
Exhibit
Description |
| 3.1 |
|
Certificate
of Designation of Series D Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on
September 8, 2025. |
| 4.1 |
|
Rights
Agreement, dated as of September 8, 2025, by and between the Company and Computershare Trust Company, N.A., which includes as Exhibit
A, the Form of Certificate of Designation of Series D Junior Participating Preferred Stock, and as Exhibit B, the Form of Right Certificate. |
| 99.1 |
|
Press Release, dated September 8, 2025. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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 thereunto duly authorized.
| |
FreightCar America, Inc. |
| |
|
|
| Date: September
8, 2025 |
By:
|
/s/
Nicholas Randall |
| |
Name: |
Nicholas
Randall |
| |
Title: |
President and Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
Number |
|
Exhibit
Description |
| 3.1 |
|
Certificate
of Designation of Series D Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on
September 8, 2025. |
| 4.1 |
|
Rights
Agreement, dated as of September 8, 2025, by and between the Company and Computershare Trust Company, N.A., which includes as Exhibit
A, the Form of Certificate of Designation of Series C Junior Participating Preferred Stock and as Exhibit B, the Form of Right Certificate. |
| 99.1 |
|
Press Release, dated September 8, 2025. |
| 104 |
|
Cover
Page Interactive Data File (the cover age XBRL tags are embedded in the Inline XBRL document). |
