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): April 16,
2007
NAVISTAR
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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4201
Winfield Road, P.O. Box 1488, Warrenville, Illinois
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60555
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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 (630) 753-5000
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
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
PAGE
2
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 17, 2006, Navistar International Corporation (the “Company”) announced
that it would not file with the Securities and Exchange Commission (the “SEC”)
its Annual Report on Form 10-K for the fiscal year ended October 31, 2005 (the
“Annual Report”) on time due to ongoing discussions with its registered public
accounting firm, on a number of complex and technical accounting issues. To
date, the Company has not filed its Annual Report with the SEC. As a result,
the
Registration Statements on Form S-8 which register shares of the Company’s
common stock that are acquired pursuant to the employee benefit plans set forth
below, among others, are not available for use until the Company is current
in
its SEC reporting requirements. Consequently, the Company is precluded from
issuing shares upon the exercise of stock options granted under the Company’s
(1) 1994 Performance Incentive Plan, (2) 1998 Supplemental Stock Plan, (3)
1998
Interim Stock Plan, (4) 1998 Non-Employee Directors Stock Option Plan and (5)
2004 Performance Incentive Plan (collectively, the “Stock Option Plans”).
In
order
to clarify the Company’s intent in administering the Stock Option Plans,
on
April
16, 2007, the Compensation Committee of the
Board
of Directors of the Company and the Board of Directors itself with respect
to
the 1998 Non-Employee Directors Stock Option Plan, approved certain technical
amendments, including an amendment to each of the Stock Option Plans
to
clarify the Company’s intention that plans shall be governed by and construed in
accordance with applicable Federal laws and, to the extent not inconsistent
with
or pre-empted by, the laws of the State of Delaware. To this extent, the
amendments expressly provided that the receipt, exercise, issuance and
disposition of any award is expressly conditioned upon and subject to any and
all limitations, restrictions, prohibitions imposed by applicable law, including
federal and state securities laws.
In
addition,
the
2004
Performance Incentive Plan was amended to clarify that the 10 or more years
of
continuous service under the definition of “Qualified Retirement” was limited to
full-time employees of the Company.
Reference
is hereby made to the attached resolutions/plan amendments containing all of
the
detailed terms and conditions of such amendments to each of the Stock Option
Plans and such resolutions/plan amendments are hereby incorporated herein by
such reference.
In
addition, as previously disclosed in the Company’s Current Report on Form 8-K
dated October 23, 2006, the Board of Directors extended the expiration date
of
an option to purchase 2,000 shares of Company Common Stock granted to Mr. John
Correnti on December 18, 1996 in connection with his service as a director
of
the Company. The option expiration date had been extended until 30
days
after the Company’s blackout trading restriction expires. On April 16, 2007, the
Company and Mr. Correnti agreed to cancel this extension and accordingly those
options have expired unexercised.
PAGE
3
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended.
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(c)
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Exhibits
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Exhibit
No.
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Description
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Page
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10.69
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Amendment
to the Company’s
1994 Performance Incentive Plan, 1998 Interim Stock Plan, 1998
Supplemental Stock Plan and 2004 Performance Incentive Plan; and
a
recommendation to the Company’s 1998 Non-Employee Directors Stock Option
Plan
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E-1
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10.70
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Amendments
to the Company’s 1998 Non-Employee Directors Stock Option
Plan
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E-7
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Forward
Looking Statements
Information
provided and statements contained in this report that are not purely historical
are forward -looking statements within the meaning of Section 27A of the
Securities Act, Section 21E of the Exchange Act, and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements only speak as
of
the date of this report and the company assumes no obligation to update the
information included in this report. Such forward-looking statements include
information concerning our possible or assumed future results of operations,
including descriptions of our business strategy. These statements often include
words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or
similar expressions. These statements are not guarantees of performance or
results and they involve risks, uncertainties and assumptions , including the
risk of continued delay in the completion of our financial statements and the
consequences thereof, the availability of funds, either through cash on hand
or
the company’s other liquidity sources, to repay any amounts due should any of
the company’s debt become accelerated, and decisions by suppliers and other
vendors to restrict or eliminate customary trade and other credit terms for
the
company’s future orders and other services, which would require the company to
pay cash and which could have a material adverse effect on the company’s
liquidity position and financial condition. Although we believe that these
forward-looking statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results of operations
and could cause actual results to differ materially from those in the
forward-looking statements. For a further description of these factors, see
Exhibit 99.1 to our Form 8-K filed on April 12, 2006.
In
addition, until the previously announced review by the company of its accounts
is concluded, no assurance can be given with respect to the financial statement
adjustments, impacts and period resulting for such review, if any, nor can
there
be any assurance that additional adjustments to the financial statements of
the
company will not be identified.
PAGE
4
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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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
April 20, 2007
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/s/
William A. Caton
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William
A. Caton
Executive
Vice President and Chief Financial
Officer
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