0001171843-18-003243.txt : 20180501 0001171843-18-003243.hdr.sgml : 20180501 20180501133011 ACCESSION NUMBER: 0001171843-18-003243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180501 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180501 DATE AS OF CHANGE: 20180501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FreightCar America, Inc. CENTRAL INDEX KEY: 0001320854 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51237 FILM NUMBER: 18794594 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (800) 458-2235 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: FCA Acquisition Corp. DATE OF NAME CHANGE: 20050316 8-K 1 f8k_050118.htm FORM 8-K

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): May 1, 2018

FREIGHTCAR AMERICA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-51237	25-1837219
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of		Identification
incorporation)		Number)

Two North Riverside Plaza, Suite 1300

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2018, FreightCar America, Inc. (the “Company”) and James R. Meyer, the Company’s Chief Executive Officer, entered into the Amendment of Letter Agreement (the “Amendment”) to the letter agreement regarding terms of employment dated July 17, 2017 (the “Letter Agreement”) by and between the Company and Mr. Meyer. The Amendment amends the Letter Agreement to provide that Mr. Meyer is eligible, but not guaranteed, to receive on an annual basis an equity award equal to 100% of his base salary. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Amendment of Letter Agreement dated May 1, 2018 by and between FreightCar America, Inc. and James R. Meyer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		FreightCar America, Inc.

Date: May 1, 2018	By:	/s/ Georgia L. Vlamis
		Name:	Georgia L. Vlamis
		Title:	Vice President, General Counsel, Corporate Secretary and Human Resources

EXHIBIT INDEX

Exhibit Number	Description

Exhibit 10.1	Amendment of Letter Agreement dated May 1, 2018 by and between FreightCar America, Inc. and James R. Meyer

EX-10.1 2 exh_101.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT OF LETTER AGREEMENT

WHEREAS, FreightCar America, Inc. (the “Company”) and you entered into that certain letter agreement dated July 17, 2017 (the “Letter Agreement”); and

WHEREAS, the Company and you now consider it necessary and desirable to amend the Letter Agreement;

NOW, THEREFORE, in accordance with Section 10(a), the Letter Agreement be and is hereby amended, effective as of April 30, 2018, by substituting the following for the second sentence of Section 3 of the Letter Agreement:

“You may be entitled to receive a LTIP award on an annual basis with a fair value equal to 100% of Salary, payable 50% in performance shares (with fair value based on the assumption that the target performance goals will be met) and 50% in restricted shares and all awards granted will have performance goals and vesting conditions similar to those of other Company executive officers.”

IN WITNESS WHEREOF, the parties have executed this Amendment effective immediately.

FREIGHTCAR AMERICA, INC.
	/s/ James R. Meyer
	James R. Meyer

By: /s/ William D. Gehl
Its: Chairman of the Board