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): February 12, 2007
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) |
| Two North Riverside Plaza, Suite 1250 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)) |
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 February 12, 2007, Camillo M. Santomero, III informed the Board of Directors (the “Board”) of FreightCar America, Inc. (the “Company”) that he intends to resign as Chairman of the Board and as a director on March 15, 2007. Mr. Santomero’s decision to resign was not due to any disagreement with the Company on any matter. The Board reduced the number of members of the Board from eight to seven effective upon Mr. Santomero’s resignation. This reduction will eliminate the vacancy created by Mr. Santomero’s resignation.
Section 8 – Other Events
Item 8.01 Other Events.
On February 13, 2007, the Company announced that at a meeting of the Board on February 12, 2007, Thomas M. Fitzpatrick was elected as the non-executive Chairman of the Board effective March 15, 2007. Mr. Fitzpatrick has served as a director of the Company since December 6, 2005.
Also, on February 13, 2007, the Company announced that at a meeting of the Board on February 12, 2007, the Board appointed Christian Ragot as a member of the Strategy and Growth Committee. Contingent upon Mr. Santomero’s resignation as Chairman of the Board, Thomas A. Madden will replace Robert N. Tidball as Chairman of the Compensation Committee, effective March 15, 2007. Contingent upon Mr. Santomero’s resignation as Chairman of the Board, Mr. Tidball will replace Mr. Fitzpatrick as Chairman of the Nominating and Corporate Governance Committee, effective March 15, 2007.
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 February 13, 2007 |
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: February 13, 2007 |
By: | /s/ Kevin P. Bagby | ||
| Name: | Kevin P. Bagby | |||
| Title: |
Vice President, Finance, Chief Financial Officer, Treasurer and Secretary | |||
EXHIBIT INDEX
| Exhibit Number | Description | |
| Exhibit 99.1 | Press Release of FreightCar America, Inc. dated February 13, 2007 |