-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2lykRV/QJa+kjb/LUuKtgznSYx3bhQWvHAx7xSgmnkAXGtw6TfQJBpKaOzl0Z3s aISqox0Yeq4f3LDfu07KUQ== 0001104659-08-023676.txt : 20080410 0001104659-08-023676.hdr.sgml : 20080410 20080410150753 ACCESSION NUMBER: 0001104659-08-023676 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080410 DATE AS OF CHANGE: 20080410 EFFECTIVENESS DATE: 20080410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUER DANFOSS INC CENTRAL INDEX KEY: 0000865754 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 363482074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14097 FILM NUMBER: 08749856 BUSINESS ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 5152396000 MAIL ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 FORMER COMPANY: FORMER CONFORMED NAME: SAUER INC DATE OF NAME CHANGE: 19940929 DEFA14A 1 a08-10502_18k.htm DEFA14A

 

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:  April 10, 2008

Date of Earliest Event Reported:  April 10, 2008

 

Sauer-Danfoss Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other

jurisdiction of incorporation)

 

1-14097

(Commission

File Number)

 

36-3482074

(I.R.S. Employer

Identification No.)

 

250 Parkway Drive, Suite 270

Lincolnshire, Illinois

 

 

 

Krokamp 35

24539 Neumünster, Germany

(Address of principal executive offices)

 

60069

(U.S. Zip Code)

 

Registrant’s telephone number, including area code:  (515) 239-6000

 

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)

 

x  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))

 

 



 

Section 8

Other Events

Item 8.01

Other Events

 

Sauer-Danfoss Inc. (the “Company”) announced today that it will not hold the special meeting of stockholders that was planned for May 1, 2008 (the “Special Meeting”).  Although the Company filed a preliminary proxy statement relating to the Special Meeting on March 19, 2008 (the “Preliminary Proxy Statement”), the Company has not filed a definitive proxy statement or begun soliciting proxies with respect to the Special Meeting.  This Form 8-K is being filed to inform stockholders and the Securities and Exchange Commission that the Special Meeting will not be held and that the Preliminary Proxy Statement is hereby withdrawn and should not be relied upon.

 

The Special Meeting was to have been held for the purpose of adopting an amended and restated Certificate of Incorporation (the “Amendment”), the adoption of which is a condition to the still-pending transaction by which Sauer Holding GmbH proposes to sell a controlling interest in the Company to Danfoss A/S.  The Company’s board of directors has determined that it is in the best interest of the Company and its stockholders to submit the Amendment to the stockholders to be voted upon at the 2008 annual meeting of stockholders, which is to be held on June 12, 2008.  The Company intends to file its preliminary proxy statement for the 2008 annual meeting of stockholders on or about April 11, 2008.

 

SIGNATURES

 

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

 

 

 

SAUER-DANFOSS INC.

 

 

 

DATE:  April 10, 2008

 

 

 

 

 

 

By:

/s/ Kenneth D. McCuskey

 

Name:

Kenneth D. McCuskey

 

Title:

Vice President and Chief Accounting Officer

 

2


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