form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): March 20, 2008
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Modine
Manufacturing Company
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(Exact
name of registrant as specified in its
charter)
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Wisconsin
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1-1373
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39-0482000
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1500 DeKoven Avenue,
Racine, Wisconsin
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53403
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Address
of principal executive offices
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Zip
Code
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Registrant’s
telephone number, including area code:
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(262)
636-1200
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_____________________
(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 (See General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o 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))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On March
20, 2008, Modine Manufacturing Company (the “Company” or “Modine”) issued a
press release announcing that its President and Chief Executive Officer David B.
Rayburn will be retiring from the Company and its Board of Directors, effective
March 31, 2008. The Company has named Thomas A. Burke, its Chief
Operating Officer, to succeed Mr. Rayburn and Bradley C. Richardson, its Chief
Financial Officer, to a newly promoted position.
Effective
April 1, 2008, Mr. Burke will assume the role of President and Chief Executive
Officer and Mr. Richardson will assume the newly created position of Executive
Vice President - Corporate Strategy and Chief Financial Officer. Both Mr. Burke
and Mr. Richardson will be appointed to the Company’s Board of Directors
concurrent with the assumption of their respective new positions, which will
increase the Board to ten members. Messrs. Burke and Richardson are
not expected to be appointed to any committees of the Board of
Directors. Information as to Mr. Burke’s, Mr. Richardson’s and Mr.
Rayburn’s historical compensation and the terms of their employment with the
Company is included under the caption “Executive Compensation” in the proxy
statement dated June 18, 2007 related to the Company’s 2007 annual meeting of
shareholders. The Company expects to enter into a retirement
agreement with Mr. Rayburn in connection with his retirement.
Mr.
Burke, age 50, joined Modine in May 2005 as Executive Vice President, and was
subsequently promoted to Executive Vice President and Chief Operating Officer in
July 2006. Mr. Burke joined Modine from Visteon Corporation, a leading supplier
of parts and systems to automobile manufacturers, in Dearborn, Michigan, where
he held various positions over nine years including Vice President of North
American Operations (2002 - May 2005) and Vice President, European and South
American Operations (2001 - 2002). Mr. Burke’s experience also
includes 13 years with Ford Motor Company.
Mr.
Richardson, age 49, joined Modine in May 2003 as Vice President, Finance and
Chief Financial Officer, and was subsequently promoted to Executive Vice
President, Finance and Chief Financial Officer in January 2006. Mr.
Richardson came to Modine from BP Amoco, now known as BP, where he spent over 20
years in various positions including Chief Financial Officer and Vice President
of Performance Management and Control for BP’s Worldwide Exploration and
Production division (2000-May 2003) and President of BP Venezuela
(1999-2000). He is a member of the Boards of Directors of Brady
Corporation and Tronox Inc. (formerly Kerr McGee Chemicals).
Also
effective April 1, 2008, Gary L. Neale, currently Lead Director and Chair of the
Officer Nomination and Compensation Committee of Modine’s Board of Directors,
has been named Non-Executive Chairman of the Company. Mr. Neale has
served on the Modine Board of Directors since 1977. Prior to his retirement in
January 2007, Mr. Neale served as Chairman of NiSource, Inc. and, previous to
that position, served as Chief Executive Officer and President at NiSource. Mr.
Neale serves as a director of Chicago Bridge & Iron Company
N.V.
Effective
April 1, 2008, Modine director Marsha C. Williams will assume the role of
Chairman of the Officer Nomination and Compensation Committee vacated by Mr.
Neale. Ms. Williams currently serves as Senior Vice President, Chief Financial
Officer with Orbitz Worldwide, Inc.
A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated March 20, 2008.
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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.
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Modine Manufacturing
Company
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By:
/s/ D.R.
Zakos
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D.R.
Zakos
Vice
President, General Counsel and Secretary
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Date: March
20, 2008
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release dated March 20, 2008.
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