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): August 1, 2014

Commission file number: 001-13337

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio		34-1598949
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

(330) 856-2443

Registrant’s telephone number, including area code

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 2.01 Completion of Acquisition or Disposition of Assets

As previously reported on Form 8-K filed with the Securities and Exchange Commission on May 28, 2014, Stoneridge, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) on May 26, 2014 with Motherson Sumi Systems Ltd., an India-based manufacturer of diversified products for the global automotive industry and a limited company incorporated under the laws of the Republic of India, and MSSL (GB) LIMITED, a limited company incorporated under the laws of the United Kingdom (collectively, “Motherson”), to sell the Company’s Wiring business for $65.7 million in cash and the assumption of certain liabilities of the Wiring business.

On August 1, 2014, the Company closed the sale of its global Wiring business to Motherson pursuant to the terms and conditions of the Purchase Agreement and related ancillary agreements entered into by the Company and Motherson at closing (collectively, the “Transaction”). The Company’s Wiring business designed and manufactured wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembled entire instrument panels that were configured specifically to an OEM customer’s specifications in the commercial vehicle market.

The Wiring business was comprised of assets (i) owned by Stoneridge, Inc., its U.S. subsidiaries and its foreign subsidiaries, located in the United States, Estonia, China and Juarez, Mexico and (ii) its shares of Mexican subsidiaries wholly dedicated to the Wiring business segment (collectively, “Wiring business”). Included in the sale of the Wiring business are manufacturing facilities located in Portland, Indiana; Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio.

In connection with the Transaction, the Company received cash consideration of $71.4 million, consisting of the $65.7 million stated purchase price and the assumption of certain related liabilities of the Wiring Business adjusted for certain cash on hand and an estimated net working capital credit. The final proceeds are subject to a customary post-closing working capital adjustment.

The Company has also entered into a transition services agreement with Motherson, pursuant to which the Company will provide certain transitional, production, administrative and support services to Motherson on a short-term basis. Specific services provided are information technology services and support, post-closing production and support for acquired business in Estonia, China, and Juarez, Mexico and other incidental transition services.

The Purchase Agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending June 30, 2014.

The Purchase Agreement was amended on July 31, 2014 solely to change from 11:59 p.m. to 12:01 a.m. on the closing date the time that legal title, equitable title and risk of loss with respect to the purchased assets transferred to Motherson. That amendment will also be filed as an exhibit with the Company’s quarterly report on Form 10-Q for the quarter ending June 30, 2014.

ITEM 8.01 Other Events

On August 1, 2014, the Company issued a press release announcing the closing of the Transaction. A copy of this press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1	Press release dated August 1, 2014.

99.2	Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of March 31, 2014 and Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the three months ended March 31, 2014, and for the fiscal years ended December 31, 2013, 2012 and 2011.

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: August 7, 2014		/s/ George E. Strickler
		George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Exhibit Index

99.1

Press release dated August 1, 2014.

99.2

Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of March 31, 2014 and Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the three months ended March 31, 2014, and for the fiscal years ended December 31, 2013, 2012 and 2011.

Exhibit 99.1

STONERIDGE COMPLETES THE SALE OF ITS WIRING BUSINESS

TO MOTHERSON SUMI SYSTEMS LIMITED

Receives $71.4 million in cash from the transaction

Announces Redemption of 10% of its Outstanding Senior Secured 9.5% Notes

WARREN, Ohio – August 1, 2014 – Stoneridge, Inc. (NYSE: SRI) today completed the previously announced sale of its Wiring Business assets to Motherson Sumi Systems Ltd. (“Motherson”) in accordance with the Asset Purchase Agreement dated May 26, 2014. Cash proceeds for the transaction were $71.4 million and consisted of the $65.7 million stated purchase price and the assumption of certain related liabilities of the Wiring Business adjusted for certain cash on hand and an estimated net working capital credit. Final proceeds are subject to customary post-closing adjustments.

Included in the transaction are six manufacturing facilities located in Portland, Indiana; Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio. The Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer’s specifications in the commercial vehicle market.

“Closing the transaction to sell the Wiring Business marks a significant milestone in our journey to transform Stoneridge,” said John C. Corey, President and Chief Executive Officer of Stoneridge.

Corey added, “With the sale of our Wiring Business completed, we will focus our resources on our other business segments, which are technology-driven with global applications and offer greater opportunities to provide higher value to our shareholders.”

The Company also announced it intends to promptly cause the Notes Trustee to issue a Notice of Redemption for redemption of 10% of its senior secured 9.5% notes (the “Notes”), or $17.5 million of Notes, for redemption at 103% of the principal amount of the Notes. Under the Notes Indenture, 10% of the Notes are redeemable prior to October 15, 2014 at a price of 103% of the principal amount of the Notes (plus accrued and unpaid interest). The Company expects cash interest savings generated over the rest of 2014 to approximate $540,000 compared with the prior year. The Company also expects a benefit of $300,000, or $0.01 per share, after considering the write-off of deferred financing fees and Note discount for the balance of the year when compared to 2013.

Corey continued, “Calling 10% of our Notes is a first step in recapitalizing Stoneridge by lowering our debt balance and reducing our interest costs. We hope to announce another step in the near future which should lower Stoneridge’s debt balance and interest expenses significantly by adding flexibility to our capital structure, which will allow us to better utilize our cash balances to reduce interest expense while simultaneously allowing us the ability to borrow for acquisitions if needed. Repayment of debt will be our first priority upon receipt of the proceeds from the Wiring Business sale.”

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, commercial vehicle, motorcycle and off-highway vehicle markets. Additional information about Stoneridge can be found at www.stoneridge.com.

Forward-Looking Statements

Statements in this release that are not historical fact are forward-looking statements which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release. Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant volume change in commercial vehicle, automotive, agricultural, motorcycle and off-highway vehicle production; disruption in the OEM supply chain due to bankruptcies; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company’s facilities or at any of the Company’s significant customers or suppliers; the ability of the Company’s suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission.

For more information, contact:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

330/856-2443

Exhibit 99.2

STONERIDGE, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 31, 2014

(Unaudited)

				Wiring			Pro Forma			Pro Forma
(in thousands)	Historical (1)			Business (2)			Adjustments			Stoneridge
ASSETS

Current assets:
Cash and cash equivalents	$	48,427		$	-		$	66,971	(a)	$	115,398
Accounts receivable		150,599			43,307			-			107,292
Inventories, net		129,644			35,921			-			93,723
Prepaid expenses and other current assets		33,728			3,060			-			30,668
Total current assets		362,398			82,288			66,971			347,081

Long-term assets:
Property, plant and equipment, net		109,602			23,787			-			85,815
Intangible assets, net		70,002			322			-			69,680
Goodwill		60,408			4,173			-			56,235
Investments and other long-term assets, net		10,546			298			-			10,248
Total long-term assets		250,558			28,580			-			221,978
Total assets	$	612,956		$	110,868		$	66,971		$	569,059

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Current portion of debt	$	21,559		$	-		$	-		$	21,559
Accounts payable		91,245			34,083			-			57,162
Accrued expenses and other current liabilities		58,905			8,581			-			50,324
Total current liabilities		171,709			42,664			-			129,045

Long-term liabilities:
Long-term debt, net		184,077			-			-			184,077
Deferred income taxes		57,844			-			-			57,844
Other long-term liabilities		4,429			-			-			4,429
Total long-term liabilities		246,350			-			-			246,350

Shareholders' equity:
Preferred Shares, without par value, authorized
5,000 shares, none issued		-			-			-			-
Common Shares, without par value, authorized
60,000 shares, issued 28,851 shares and
outstanding 28,244 shares with no stated value		-			-			-			-
Additional paid-in capital		188,909			-			-			188,909
Common Shares held in treasury, 607 at cost		(1,193	)		-			-			(1,193	)
Accumulated deficit		(6,303	)		70,855			69,622			(7,536	)
Accumulated other comprehensive loss		(26,423	)		(2,651	)		(2,651	)		(26,423	)
Total Stoneridge Inc. shareholders' equity		154,990			68,204			66,971	(b)		153,757
Noncontrolling interest		39,907			-			-			39,907
Total shareholders' equity		194,897			68,204			66,971			193,664
Total liabilities and shareholders' equity	$	612,956		$	110,868		$	66,971		$	569,059

(1)

As reported in Stoneridge, Inc. unaudited financial statements contained in its Quarterly Report on Form 10-Q as of March 31, 2014.

(2)

Derived from Wiring business reported numbers contained in Stoneridge, Inc. Quarterly Report on Form 10-Q as of March 31, 2014 adjusted for assets and liabilities excluded from the purchase agreement.

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31, 2014

(Unaudited)

				Wiring			Pro Forma			Pro Forma
(in thousands, except per share data)	Historical (1)			Business (2)			Adjustments			Stoneridge

Net sales	$	236,389		$	75,059		$	-		$	161,330

Costs and expenses:
Cost of goods sold		181,600			68,407			-			113,193
Selling, general and administrative		47,221			7,228			(1,858	)(c)		41,851

Operating income		7,568			(576	)		1,858			6,286

Interest expense, net		4,940			11			-			4,929
Equity in earnings of investee		(238	)		-			-			(238	)
Other expense, net		1,946			31			-			1,915

Income (loss) before income taxes		920			(618	)		1,858			(320	)

Provision for income taxes		430			187			-			243

Net income (loss)		490			(805	)		1,858			(563	)

Net loss attributable to noncontrolling interest		(978	)		-			-			(978	)

Net income (loss) attributable to Stoneridge, Inc.	$	1,468		$	(805	)	$	1,858		$	415

Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.05								$	0.02
Diluted	$	0.05								$	0.02

Weighted-average shares outstanding:
Basic		26,854									26,854
Diluted		27,409									27,409

(1)

As reported in Stoneridge, Inc. unaudited financial statements contained in its Quarterly Report on Form 10-Q as of March 31, 2014.

(2)

Derived from Wiring business reported numbers contained in Stoneridge, Inc. Quarterly Report on Form 10-Q as of March 31, 2014.

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31, 2013

(Unaudited)

				Wiring			Pro Forma			Pro Forma
(in thousands, except per share data)	Historical (1)			Business (2)			Adjustments			Stoneridge

Net sales	$	947,830		$	288,344		$	-		$	659,486

Costs and expenses:
Cost of goods sold		721,809			268,278			-			453,531
Selling, general and administrative		186,317			30,247			(7,482	)(c)		163,552

Operating income		39,704			(10,181	)		7,482			42,403

Interest expense, net		18,346			250			-			18,096
Equity in earnings of investee		(476	)		-			-			(476	)
Other expense, net		1,100			(357	)		-			1,457

Income (loss) before income taxes		20,734			(10,074	)		7,482			23,326

Provision for income taxes		4,226			1,429			-			2,797

Net income (loss)		16,508			(11,503	)		7,482			20,529

Net income attributable to noncontrolling interest		1,377			-			-			1,377

Net income (loss) attributable to Stoneridge, Inc.	$	15,131		$	(11,503	)	$	7,482		$	19,152

Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.57								$	0.72
Diluted	$	0.56								$	0.70

Weighted-average shares outstanding:
Basic		26,671									26,671
Diluted		27,193									27,193

(1)

As reported in Stoneridge, Inc. audited financial statements contained in its Annual Report on Form 10-K as of December 31, 2013.

(2)

Derived from Wiring business reported numbers contained in Stoneridge, Inc. Annual Report on Form 10-K as of December 31, 2013.

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31, 2012

(Unaudited)

				Wiring			Pro Forma			Pro Forma
(in thousands, except per share data)	Historical (1)			Business (2)			Adjustments			Stoneridge

Net sales	$	938,513		$	326,047		$	-		$	612,466

Costs and expenses:
Cost of goods sold		713,869			286,670			-			427,199
Selling, general and administrative		195,915			39,212			(8,659	)(c)		165,362

Operating income		28,729			165			8,659			19,905

Interest expense, net		20,033			164			-			19,869
Equity in earnings of investee		(760	)		-			-			(760	)
Other expense, net		4,896			290			-			4,606

Income (loss) before income taxes		4,560			(289	)		8,659			(3,810	)

Provision (benefit) for income taxes		812			845			-			(33	)

Net income (loss)		3,748			(1,134	)		8,659			(3,777	)

Net income loss attributable to noncontrolling interest		(1,613	)		-			-			(1,613	)

Net income (loss) attributable to Stoneridge, Inc.	$	5,361		$	(1,134	)	$	8,659		$	(2,164	)

Earnings per share attributable to Stoneridge, Inc.:
Basic	$	0.20								$	(0.08	)
Diluted	$	0.20								$	(0.08	)

Weighted-average shares outstanding:
Basic		26,377									26,377
Diluted		27,032									27,032

(1)

As reported in Stoneridge, Inc. audited financial statements contained in its Annual Report on Form 10-K as of December 31, 2012.

(2)

Derived from Wiring business reported numbers contained in Stoneridge, Inc. Annual Report on Form 10-K as of December 31, 2012.

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31, 2011

(Unaudited)

				Wiring			Pro Forma			Pro Forma
(in thousands, except per share data)	Historical (1)			Business (2)			Adjustments			Stoneridge

Net sales	$	765,373		$	325,549		$	-		$	439,824

Costs and expenses:
Cost of goods sold		618,596			300,061			-			318,535
Selling, general and administrative		128,306			43,594			(8,097	)(c)		92,809
Goodwill impairment charge		4,945			-			-			4,945

Operating income		13,526			(18,106	)		8,097			23,535

Interest expense, net		17,234			78			-			17,156
Equity in earnings of investee		(10,034	)		-			-			(10,034	)
Gain on previously held equity interest		(65,372	)		-			-			(65,372	)
Other expense, net		56			(1,065	)		-			1,121

Income (loss) before income taxes		71,642			(17,119	)		8,097			80,664

Provision for income taxes		26,105			790			-			25,315

Net income (loss)		45,537			(17,909	)		8,097			55,349

Net loss attributable to noncontrolling interest		(3,820	)		-			-			(3,820	)

Net income attributable to Stoneridge, Inc.	$	49,357		$	(17,909	)	$	8,097		$	59,169

Earnings per share attributable to Stoneridge, Inc.:
Basic	$	2.04								$	2.45
Diluted	$	2.00								$	2.40

Weighted-average shares outstanding:
Basic		24,181									24,181
Diluted		24,645									24,645

(1)

As reported in Stoneridge, Inc. audited financial statements contained in its Annual Report on Form 10-K as of December 31, 2011.

(2)

Derived from Wiring business reported numbers contained in Stoneridge, Inc. Annual Report on Form 10-K as of December 31, 2011.

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro forma adjustments reflect only those adjustments which are supportable and directly attributable to the transaction and do not include the impact of contingencies. Pro forma adjustments include the following (in thousands):

(a)

To record cash proceeds for the sale of the Wiring business of $71,352 net of transaction costs of $897 and an estimated working capital adjustment of $3,484. Final net cash proceeds will be affected by a customary post-closing working capital adjustment.

(b)

Adjustment to shareholder’s equity of $68,864 consists of net assets of the Wiring business sold to Motherson of $68,204 and the estimated loss on sale of net assets of $1,897 (net of taxes of $1,233). The loss is derived from the March 31, 2014 pro forma statements, the most recently available financial information.

(c)

Adjustment for Corporate management fees not directly attributable to the Wiring business.