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):             October 7, 2010

Stoneridge, Inc.
  
(Exact name of registrant as specified in its charter)

Ohio
001-13337
34-1598949
(State of other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

9400 East Market Street
  
Warren, Ohio
44484 
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (330) 856-2443

  
(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):
 
¨ 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))

 
 
 

Item 1.01
Entry into a Material Definitive Agreement.

On October 7, 2010, Stoneridge, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with certain members of, or trustees of trusts for the benefit of members of, the D.M. Draime family, as identified below (collectively, the “Draime Family Parties”), including Jeffrey P. Draime, a member of the Company’s Board of Directors, in his capacity as trustee over various trusts.

The Company and the Draime Family Parties entered into the Letter Agreement in connection with the Company’s filing of a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”), which was filed in contemplation of a secondary offering of Company Common Shares (the “Offering”) by the Draime Family Parties.

Pursuant to the Letter Agreement, the Draime Family Parties have agreed, jointly and severally, to pay for (or reimburse the Company for the payment of) all fees and expenses incurred by the Company in connection with the Offering, including, but not limited to:

 
·
underwriting discounts and commissions;
 
·
all fees and expenses incident to the Company’s performance under or compliance with any applicable underwriting or purchase agreement;
 
·
all registration and filing fees (including all SEC registration fees and FINRA filing fees);
 
·
fees and expenses of complying with securities and blue sky laws;
 
·
printing expenses;
 
·
costs of distributing any prospectuses in preliminary and final form as well as supplements thereto; and
 
·
fees and expenses of the Company’s counsel, accountants and other persons reasonably retained by the Company.

The Draime Family Parties, which are signatories to the Letter Agreement, are as follows:

Cecile M. Draime, Trustee under the
Jeffrey P. Draime, Trustee under the
David M. Draime Irrevocable Trust Under
Jeffrey P. Draime Living Trust dated
Agreement dated June 4, 2003
December 28, 1990, as amended
   
Jeffrey P. Draime, Successor Trustee under the
Jeffrey P. Draime, Trustee under the Scott N.
D. Max Draime Dynasty Trust Under Agreement
Draime Dynasty Trust Under Agreement
dated April 10, 1995 for the benefit of
dated December 23, 1996 for the benefit of
Scott N. Draime
Elizabeth Draime
   
Jeffrey P. Draime, Trustee under the Scott N.
Jeffrey P. Draime, Trustee under the Scott N.
Draime Dynasty Trust Under Agreement
Draime Dynasty Trust Under Agreement
dated December 23, 1996 for the benefit of
dated December 23, 1996 for the benefit of
Stephanie Draime
Jennifer Draime
   
Jeffrey P. Draime, Trustee under the Scott N.
Jeffrey P. Draime, Successor Trustee under
Draime Dynasty Trust Under Agreement
the Rebecca M. Gang Dynasty Trust Under
dated December 23, 1996 for the benefit of
Agreement dated March 28, 1997 for the
Alexandra Draime
benefit of Hannah Marie Gang

 
 
 

Jeffrey P. Draime, Successor Trustee under
Rebecca M. Gang
the Rebecca M. Gang Dynasty Trust Under
  
Agreement dated March 28, 1997 for the
  
benefit of Sarah Irene Gang
  
   
Scott N. Draime, Successor Trustee under
Scott N. Draime, Successor Trustee under
the D. Max Draime Dynasty Trust Under
the D. Max Draime Dynasty Trust Under
Agreement dated April 10, 1995 for the
Agreement dated April 10, 1995 for the
benefit of Jeffrey P. Draime
benefit of Rebecca M. Gang
   
Scott N. Draime, Trustee under the
Scott N. Draime, Trustee under the
Jeffrey P. Draime Dynasty Trust Under
Jeffrey P. Draime Dynasty Trust Under
Agreement dated December 23, 1996
Agreement dated December 23, 1996
for the benefit of David Alexander Draime
for the benefit of Lilia Christine Draime
   
Scott N. Draime, Trustee under the
Scott N. Draime, Trustee under the
Jeffrey P. Draime Dynasty Trust Under
Jeffrey P. Draime Dynasty Trust Under
Agreement dated December 23, 1996
Agreement dated December 23, 1996
for the benefit of Mary Cecile Draime
for the benefit of Joseph Richard Draime

Item 9.01
Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.
  
Description
     
10.1
  
Letter Agreement, dated October 7, 2010

 
- 2 -
 

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.

 
Stoneridge, Inc.
   
Date:  October 11, 2010
/s/ George E. Strickler
 
George E. Strickler, Executive Vice President, Chief
Financial Officer and Treasurer (Principal Financial
and Accounting Officer)

 
- 3 -
 

Exhibit Index

10.1
  
Letter Agreement, dated October 7, 2010

 
- 4 -