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): June 18, 2007
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11311
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13-3386776 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number) |
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| 21557 Telegraph Road, Southfield, MI
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48033 |
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(Zip Code) |
(248) 447-1500
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 — Financial Information
Item 2.02 — Results of Operations and Financial Condition
The
following information is provided pursuant to Item 2.02 of Form 8-K
“Results of Operations and Financial Condition” and Item 7.01 of Form
8-K, “Regulation FD Disclosure.”
On June 18, 2007, Lear Corporation (the “Company”) revised its financial outlook for the balance of
2007. The revised financial outlook is included in the proxy statement supplement attached as
Exhibit 99.2 hereto.
Section 7
— Regulation FD
Item 7.01
— Regulation FD Disclosure
See
“Item 2.02 Results of Operations and Financial Condition”
above.
Section 8 — Other Events
Item 8.01 — Other Events
On June 15, 2007, the Court of Chancery of the State of Delaware in and for New Castle County (the
“Court”) issued its opinion with respect to the plaintiffs’ motion to enjoin the Company
stockholder vote on the merger. The Court largely rejected the plaintiffs’ preliminary injunction
claims. However, the Court enjoined the Company stockholder vote on the merger until certain
supplemental disclosures required by the Court are provided to the Company’s stockholders. The
opinion of the Court is attached as Exhibit 99.1 hereto. To comply with the order of the Court, the
Company is supplementing the Company’s proxy statement dated May 23, 2007. The proxy statement
supplement is attached as Exhibit 99.2 hereto.
On June 5, 2007, the Company submitted two letters to the Court. The letters submitted to the
Court relate to a letter that the Company had previously submitted to the Court on May 30, 2007 in
response to a request by the Court for an update on the Company’s ongoing discussions with third
parties regarding a potential competing aquisition proposal. The letters submitted to the
Court on June 5, 2007 are attached as Exhibit 99.3 and 99.4 hereto. The letter submitted to the
Court on May 30, 2007 was attached as Exhibit 99.1 to the Form 8-K filed by the Company with the
United States Securities and Exchange Commission on May 31, 2007.
Section 9 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits
(c) Exhibits
| 99.1 |
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Opinion dated June 15, 2007 of the Court of Chancery of the State of Delaware in and for New
Castle County. |
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| 99.2 |
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Supplement dated June 18, 2007 to Proxy Statement dated May 23, 2007. |
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| 99.3 |
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Letter to the Company dated June 2, 2007 from Kelley Drye & Warren LLP. |
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| 99.4 |
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Letter dated June 5, 2007 from Winston & Strawn LLP to Kelley Drye & Warren LLP. |