8-K
Core Molding Technologies Inc (CMT)
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 24, 2020 |
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CORE MOLDING TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
| Delaware | 001-12505 | 31-1481870 |
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| _____________________<br><br>(State or other jurisdiction | _____________<br><br>(Commission | ______________<br><br>(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 800 Manor Park Drive, Columbus, Ohio | 43228-0183 | |
| ________________________________<br><br>(Address of principal executive offices) | ___________<br><br>(Zip Code) | |
| Registrant’s telephone number, including area code: | 614-870-5000 | |
| --- | --- |
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:
[ ] 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.
On September 21, 2020, Sandra L. Kowaleski was appointed as an independent member of the Board of Directors of Core Molding Technologies, Inc. (the “Company”). Ms. Kowaleski has not been appointed to, and is not expected to be appointed to, serve on any committees as of this time.
There is no arrangement or understanding between Ms. Kowaleski and any other persons pursuant to which Ms. Kowaleski was selected as a director, and there are no related party transactions involving Ms. Kowaleski that are reportable under Item 404(a) of Regulation S-K. Ms. Kowaleski’s compensation for service as a non-employee director will be consistent with that of the Company's other non- employee directors.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1
Press release announcing the appointment of Sandra Kowaleski to the Company's Board of Directors.
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.
| CORE MOLDING TECHNOLOGIES, INC. | ||
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| September 24, 2020 | By: | /s/ John P. Zimmer |
| Name: John P. Zimmer | ||
| Title: Vice President, Treasurer, Secretary and Chief Financial Officer |
Exhibit
Exhibit 99.1

FOR IMMEDIATE RELEASE
CORE MOLDING TECHNOLOGIES ELECTS NEW BOARD MEMBER
COLUMBUS, Ohio - September 21, 2020 - Core Molding Technologies, Inc. (NYSE American: CMT) announced today that Sandra L. Kowaleski has been elected to its Board of Directors. Ms. Kowaleski is the global operations leader with Momentive Performance Materials Quartz, Inc., a global leader in advanced quartz and ceramic materials serving the semiconductor, aerospace, defense, electronics, fiber optics, and transportation industries. In this role, she leads global operations with locations in North America, Germany, China and Japan.
Ms. Kowaleski has developed a broad global experience throughout her career, in implementing world-class progressive strategies, leading turnaround efforts, and strengthening financial results in multi-site, multi-national businesses. Prior to Momentive Performance Materials Quartz, Inc., Ms. Kowaleski served in leadership roles with BASF, Minerals Technologies and GenCorp/OMNOVA Solutions Inc. Ms. Kowaleski earned a Bachelor of Science in Chemical Engineering from The Ohio State University.
“We are excited to have Sandy join the Board and look forward to her contributions to the Company. Sandy’s extensive global manufacturing operations experience, background in the material and chemical space and vast industry experience will bring additional depth and knowledge to support the Company’s operational initiatives and strategic growth,” said Thomas R. Cellitti, Chairman of the Board of Core Molding Technologies, Inc.
About Core Molding Technologies, Inc.
Core Molding Technologies and its subsidiaries operate in the composites market as one operating segment as a molder of thermoplastic and thermoset structural products. The Company's operating segment consists of two component reporting units, Core Traditional and Horizon Plastics. The Company offers customers a wide range of manufacturing processes to fit various program volume and investment requirements. These processes include compression molding of sheet molding compound ("SMC"), bulk molding compounds
("BMC"), resin transfer molding ("RTM"), liquid molding of dicyclopentadiene ("DCPD"), spray-up and hand-lay-up, glass mat thermoplastics ("GMT"), direct long-fiber thermoplastics ("D-LFT") and structural foam and structural web injection molding ("SIM"). Core Molding Technologies serves a wide variety of markets, including the medium and heavy-duty truck, marine, automotive, agriculture, construction, and other commercial products. The demand for Core Molding Technologies’ products is affected by economic conditions in the United States, Mexico, and Canada. Core Molding Technologies’ manufacturing operations have a significant fixed cost component. Accordingly, during periods of changing demand, the profitability of Core Molding Technologies’ operations may change proportionately more than revenues from operations.
This press release may contain forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements involve known and unknown risks and are subject to uncertainties and factors relating to Core Molding Technologies' operations and business environment, all of which are difficult to predict and many of which are beyond Core Molding Technologies' control. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plans,” “projects,” “believes,” “estimates,” “encouraged,” “confident” and similar expressions are used to identify these forward-looking statements. These uncertainties and factors could cause Core Molding Technologies' actual results to differ materially from those matters expressed in or implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made in this report: business conditions in the plastics, transportation, marine and commercial product industries (including changes in demand for truck production); federal and state regulations (including engine emission regulations); general economic, social, regulatory (including foreign trade policy) and political environments in the countries in which Core Molding Technologies operates; the adverse impact of coronavirus (COVID-19) global pandemic on our business, results of operations, financial position, liquidity or cash flow, as well as impact on customers and supply chains; safety and security conditions in Mexico and Canada; dependence upon certain major customers as the primary source of Core Molding Technologies’ sales revenues; efforts of Core Molding Technologies to expand its customer base; the ability to develop new and innovative products and to diversify markets, materials and processes and increase operational enhancements; the actions of competitors, customers, and suppliers; failure of Core Molding Technologies’ suppliers to perform their obligations; the availability of raw materials; inflationary pressures;
new technologies; regulatory matters; labor relations; labor availability; the loss or inability of Core Molding Technologies to attract and retain key personnel; the Company's ability to successfully identify, evaluate and manage potential acquisitions and to benefit from and properly integrate any completed acquisitions; federal, state and local environmental laws and regulations; the availability of capital; the ability of Core Molding Technologies to provide on-time delivery to customers, which may require additional shipping expenses to ensure on-time delivery or otherwise result in late fees and other customer charges; risk of cancellation or rescheduling of orders; management’s decision to pursue new products or businesses which involve additional costs, risks or capital expenditures; inadequate insurance coverage to protect against potential hazards; equipment and machinery failure; product liability and warranty claims; and other risks identified from time to time in Core Molding Technologies’ other public documents on file with the Securities and Exchange Commission, including those described in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2019.
| Company Contact:<br><br>John Zimmer<br><br>Executive Vice President & Chief Financial Officer<br><br>614-870-5604<br><br>[email protected] |
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