REMY / Remy International, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Remy International, Inc.
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 1046859
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Remy International, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
November 20, 2015 15-12B

REMY 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-13683 Remy International, Inc. (Exact name of registrant as specified in

November 10, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION REMY INTERNATIONAL, INC.

Exhibit Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC. FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Remy International, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

November 10, 2015 SC 13D/A

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SC 13D/A Activist Investment

SC 13D/A 1 v424308sc13d-a.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75971M108 (CUSIP Number) H Partners Management, LLC 888 Seventh Ave. 29th Floor New York, NY 10019 At

November 10, 2015 EX-3.2

AMENDED AND RESTATED BYLAWS REMY INTERNATIONAL, INC. (a Delaware corporation) ARTICLE I OFFICES

EX-3.2 3 ex-32amendedandrestatedbyl.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. (a Delaware corporation) ARTICLE I OFFICES The Corporation may have offices at such places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II STOCKHOLDERS MEETINGS Sect

November 10, 2015 S-8 POS

REMY S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 10, 2015 Registration No.

November 10, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 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): November 10, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Com

November 4, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 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): November 4, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Comm

November 4, 2015 EX-99.1

Remy International, Inc. Announces Receipt of Final Regulatory Approval for BorgWarner Inc.’s Acquisition of Remy International, Inc.

Exhibit Exhibit 99.1 News Release Remy International, Inc. Announces Receipt of Final Regulatory Approval for BorgWarner Inc.?s Acquisition of Remy International, Inc. PENDLETON, Ind., November 4, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) announced today that on November 4, 2015, the Ministry of Commerce of the People?s Republic of China provided written notice, dated November 3,

October 30, 2015 10-Q

REMY FORM 10-Q SEPTEMBER 30, 2015 (Quarterly Report)

10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

October 14, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 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 13, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Comm

October 14, 2015 EX-99.1

Remy International, Inc. Announces Receipt of Korean Antitrust Approval for BorgWarner Inc.’s Acquisition of Remy International, Inc.

Exhibit Exhibit 99.1 Remy International, Inc. Announces Receipt of Korean Antitrust Approval for BorgWarner Inc.?s Acquisition of Remy International, Inc. PENDLETON, Ind., October 14, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) announced today that on October 13, 2015, the Korea Fair Trade Commission granted approval of the proposed acquisition (the ?Transaction?) of Remy by BorgWa

September 22, 2015 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 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): September 22, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Co

September 22, 2015 EX-99.1

Remy International, Inc. Stockholders Approve Acquisition of Remy by BorgWarner Inc.

Exhibit Exhibit 99.1 Remy International, Inc. Stockholders Approve Acquisition of Remy by BorgWarner Inc. PENDLETON, Ind., September 22, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) announced that today, at a special stockholders' meeting called for such purpose, Remy?s stockholders approved the previously announced agreement and plan of merger that provides for the acquisition of R

September 15, 2015 DEFA14A

REMY DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pro

September 15, 2015 8-K/A

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (

September 14, 2015 8-K

Other Events

8-K 1 a8-kadditionalproxydisclos.htm 8-K 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): September 14, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or oth

September 14, 2015 DEFA14A

REMY DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pro

August 19, 2015 DEFA14A

REMY 8-K

8-K 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 19, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commi

August 19, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 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 19, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commi

August 19, 2015 EX-99.1

Remy International, Inc. Announces Scheduling of Special Meeting of Stockholders in Connection with BorgWarner Inc.’s Proposed Acquisition of Remy International, Inc.

EX-99.1 2 a991-8xkpressreleasex2015s.htm EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 19, 2015 Exhibit 99.1 Remy International, Inc. Announces Scheduling of Special Meeting of Stockholders in Connection with BorgWarner Inc.’s Proposed Acquisition of Remy International, Inc. PENDLETON, Ind., Aug. 19, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) announced today that a special meeting of Re

August 19, 2015 EX-99.1

Remy International, Inc. Announces Scheduling of Special Meeting of Stockholders in Connection with BorgWarner Inc.’s Proposed Acquisition of Remy International, Inc.

EX-99.1 2 a991-8xkpressreleasex2015s.htm EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 19, 2015 Exhibit 99.1 Remy International, Inc. Announces Scheduling of Special Meeting of Stockholders in Connection with BorgWarner Inc.’s Proposed Acquisition of Remy International, Inc. PENDLETON, Ind., Aug. 19, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) announced today that a special meeting of Re

August 18, 2015 DEFM14A

REMY DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 13, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 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 12, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commi

August 13, 2015 DEFA14A

REMY 8-K

DEFA14A 1 a8-khsrantitrust.htm 8-K 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 12, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisd

August 13, 2015 EX-99.1

REMY ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR PENDING ACQUISITION OF REMY BY BORGWARNER

EX-99.1 2 a991-8xkpressreleasexhsran.htm EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 13, 2015 Exhibit 99.1 REMY ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR PENDING ACQUISITION OF REMY BY BORGWARNER PENDLETON, Ind., August 13, 2015 - Remy International, Inc. (NASDAQ: REMY) today announced that the U.S. Federal Trade Commission (FTC) has granted early termination of the waiting p

August 13, 2015 EX-99.1

REMY ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR PENDING ACQUISITION OF REMY BY BORGWARNER

EX-99.1 2 a991-8xkpressreleasexhsran.htm EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 13, 2015 Exhibit 99.1 REMY ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR PENDING ACQUISITION OF REMY BY BORGWARNER PENDLETON, Ind., August 13, 2015 - Remy International, Inc. (NASDAQ: REMY) today announced that the U.S. Federal Trade Commission (FTC) has granted early termination of the waiting p

August 3, 2015 PREM14A

REMY PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO

10-Q 1 q22015remyinternational10q.htm FORM 10-Q JUNE 30, 2015 Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra

August 3, 2015 EX-99.1

Remy International, Inc. Announces Second Quarter 2015 Results

EX-99.1 2 a991-q220158xkpressrelease.htm EXHIBIT 99.1 Q2 2015 EARNINGS PRESS RELEASE DATED AUGUST 3, 2015 Exhibit 99.1 Remy International, Inc. Announces Second Quarter 2015 Results PENDLETON, Ind., August 3, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators, multi-line products and hybrid

August 3, 2015 EX-10.3

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EX-10.3 4 ex-103avandenberghamendme.htm EXHIBIT 10.3 VANDENBERGH EMPLOYMENT AGREEMENT AMENDMENT NO. 1 EXHIBIT 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of February 20, 2015 by and between Remy International, Inc. and Albert E. VanDenBergh (the “Agreement”) is effective as of July 12, 2015 (the “Effective Date”). In cons

August 3, 2015 EX-10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EX-10.2 3 ex-102bdkrallamendmentxno.htm EXHIBIT 10.2 KRALL EMPLOYMENT AGREEMENT AMENDMENT NO. 1 EXHIBIT 10.2(b) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of April 1, 2015 by and between Remy International, Inc. and David G. Krall (the “Agreement”) is effective as of July 12, 2015 (the “Effective Date”). In consideration of t

August 3, 2015 EX-99.1

Remy International, Inc. Announces Second Quarter 2015 Results

99.1 - Q2 2015 8-K Press Release Exhibit 99.1 Remy International, Inc. Announces Second Quarter 2015 Results PENDLETON, Ind., August 3, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators, multi-line products and hybrid electric motors, today announced its financial results for the second qu

August 3, 2015 EX-10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EX-10.1 2 ex-101bvpolenamendmentxno.htm EXHIBIT 10.1 POLEN EMPLOYMENT AGREEMENT AMENDMENT NO. 1 EXHIBIT 10.1(b) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated as of May 1, 2015 by and between Remy International, Inc. and Victor A. Polen (the “Agreement”) is effective as of July 12, 2015 (the “Effective Date”). In consideration of th

August 3, 2015 DEFA14A

REMY 8-K

8K Press Release 2015 Q2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 3, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8K Press Release 2015 Q2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 3, 2015 EX-10.4

[Form of Transaction Continuity Award Letter]

EX-10.4 5 ex-104formofxtransactionx.htm EXHIBIT 10.4 FORM OF TRANSACTION CONTINUITY AWARD LETTER EXHIBIT 10.4 [Form of Transaction Continuity Award Letter] This Attachment A is communicated exclusively to [Employee] for the express purpose of outlining the Transaction Continuity Award offered to key staff members of Remy International, Inc. (“Remy” or the “Company”). The following is intended as r

July 14, 2015 SC 13D/A

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SCHEDULE 13D AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)[1] REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75971M108 (CUSIP Number) H Partners Management, LLC 888 Seventh Ave. 29th Floor New York, NY 10019 Attn: Rehan Jaffer (212) 265-4200 (Nam

July 13, 2015 EX-10.1

VOTING AND SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of July 12, 2015 (this ?Agreement?), is entered into by and between BorgWarner Inc., a Delaware corporation (?Parent?), and H Partners Management, LLC (?H Partners?), H Partners, LP, H Partners Capital, LLC, P H Partners Ltd., H Offshore Fund Ltd. and Rehan Jaffer (each, a ?Stockholder?,

July 13, 2015 EX-99.1

Remy International, Inc.

EX-99.1 Exhibit 99.1 Remy International, Inc. 600 Corporation Drive ● Pendleton, Indiana 46064 USA News Release REMY SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY BORGWARNER Combination enables new and innovative ways to approach engine and drivetrain efficiency PENDLETON, Ind., July 13, 2015 — Remy International, Inc. (NASDAQ: REMY) today announced it has signed a definitive agreement to be acquir

July 13, 2015 EX-99.1

Remy International, Inc.

EX-99.1 5 d87954dex991.htm EX-99.1 Exhibit 99.1 Remy International, Inc. 600 Corporation Drive ● Pendleton, Indiana 46064 USA News Release REMY SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY BORGWARNER Combination enables new and innovative ways to approach engine and drivetrain efficiency PENDLETON, Ind., July 13, 2015 — Remy International, Inc. (NASDAQ: REMY) today announced it has signed a defini

July 13, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. REMY INTERNATIONAL, INC. Dated as of July 12, 2015 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Closing 2 Section 1.4 Directors and Officers of the Surviving Corporation 2 ARTICLE II MERGER C

July 13, 2015 EX-10.1

VOTING AND SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of July 12, 2015 (this ?Agreement?), is entered into by and between BorgWarner Inc., a Delaware corporation (?Parent?), and H Partners Management, LLC (?H Partners?), H Partners, LP, H Partners Capital, LLC, P H Partners Ltd., H Offshore Fund Ltd. and Rehan Jaffer (each, a ?Stockholder?,

July 13, 2015 EX-10.2

INDEMNIFICATION AGREEMENT

EX-10.2 4 d87954dex102.htm EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , is made by Remy International, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). BACKGROUND The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of suc

July 13, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. REMY INTERNATIONAL, INC. Dated as of July 12, 2015 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Closing 2 Section 1.4 Directors and Officers of the Surviving Corporation 2 ARTICLE II MERGER C

July 13, 2015 DEFA14A

REMY FORM 8-K

Form 8-K 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) July 12, 2015 Remy International, Inc. (Exact name of registrant as specified in charter) Delaware 001-13683 47-1744351 (State or Other Jurisdiction of Incorporation) (Commiss

July 13, 2015 EX-10.2

INDEMNIFICATION AGREEMENT

EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , is made by Remy International, Inc., a Delaware corporation (the ?Company?), and (the ?Indemnitee?). BACKGROUND The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of such insurance and the general

July 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d87954d8k.htm FORM 8-K 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) July 12, 2015 Remy International, Inc. (Exact name of registrant as specified in charter) Delaware 001-13683 47-1744351 (State or Other Jurisdiction of Inc

July 13, 2015 DEFA14A

REMY DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

June 22, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints each of John J.

June 12, 2015 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 10, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commission

June 1, 2015 EX-1.01

Remy International, Inc. Conflict Minerals Report For the Fiscal Year Ended December 31, 2014

EX-1.01-2014 Remy CMR EXHIBIT 1.01 Remy International, Inc. Conflict Minerals Report For the Fiscal Year Ended December 31, 2014 This report for the year ended December 31, 2014 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the "Rule"). The Rule was adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requirements relat

June 1, 2015 SD

REMY SD

2014 Remy Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employer Identification No.) 600 Corporation Drive Pendleton, IN 46064 (

May 12, 2015 EX-99.1

Investor Presentation May 2015 FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Act of

investorpresentationmay2 Investor Presentation May 2015 FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Act of 1995.

May 12, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 2015 Investor Presentation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2015 EX-10.5

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors

Exhibit 10.5 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors You (the ?Grantee?) have been granted the following award of restricted Common Stock (the ?Restricted Stock?) of Remy International, Inc. (the ?Company?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Grantee: Number of Shares of Restricted Stock Grant

May 6, 2015 EX-4.1

EX-4.1

EX-4.1 4 ex-41specimencommonstockce.htm EXHIBIT 4.1 SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1

May 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 6, 2015 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of April 1, 2015 (the ?Effective Date?), by and between Remy International, Inc., a Delaware corporation (the ?Company?), and David G. Krall (the ?Employee?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Purpose. The purpose of this Agreement is

May 6, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8K Press Release 2015 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2015 EX-10.7

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees

EX-10.7 8 ex-1072015formofrestricted.htm EXHIBIT 10.7 FORM OF RESTRICTED STOCK AWARD FOR EMPLOYEES Exhibit 10.7 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees You (the “Grantee”) have been granted the following award of restricted Common Stock (the “Restricted Stock”) of Remy International, Inc. (the “Company”), pursuant to the Remy International, In

May 6, 2015 EX-10.8

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees

Exhibit 10.8 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees You (the ?Optionee?) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the ?Company?), par value $0.0001 per share (?Share?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Optionee: Participant Name Total

May 6, 2015 EX-10.6

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Directors

EX-10.6 7 ex-1062015formofstockoptio.htm EXHIBIT 10.6 2015 FORM OF STOCK OPTION AWARD FOR DIRECTORS Exhibit 10.5 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Directors You (the “Optionee”) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the “Company”), par value $0.0001 per share (“Share”), pursuant to the Rem

May 6, 2015 EX-10.9

First Amendment to Remy International, Inc. Omnibus Incentive Plan Restricted Stock Award Agreements for Employees

Exhibit 10.9 First Amendment to Remy International, Inc. Omnibus Incentive Plan Restricted Stock Award Agreements for Employees The Remy International, Inc. Omnibus Incentive Plan Restricted Stock Award Agreements granted under the Remy International, Inc. Omnibus Equity Incentive Plan (the ?Plan?), dated February 21, 2013 (the ?2013 Award Agreements?), February 18, 2014 (the ?2014 Award Agreement

May 6, 2015 EX-3.2

RESTATED CERTIFICATE OF INCORPORATION REMY INTERNATIONAL, INC.

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC. Remy International, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: First: The Corporation was incorporated under the name ?New Remy Holdco Corp.? by the filing of its original Certificate of Incorporation with the Secretary of State

May 6, 2015 EX-99.1

Remy International, Inc. Announces First Quarter 2015 Results, Dividend Increased by 10%, Provides Full Year 2015 Guidance

EX-99.1 2 a991-q120158xkpressrelease.htm EXHIBIT 99.1 PRESS RELEASE DATED MAY 6, 2015 ANNOUNCING REMY'S FIRST QTR 2015 Exhibit 99.1 Remy International, Inc. Announces First Quarter 2015 Results, Dividend Increased by 10%, Provides Full Year 2015 Guidance PENDLETON, Ind., May 6, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distrib

May 6, 2015 EX-3.1

CERTIFICATE OF CORRECTION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION REMY INTERNATIONAL, INC.

EX-3.1 2 ex-31certificateofcorrecti.htm EXHIBIT 3.1 CERTIFICATE OF CORRECTION Exhibit 3.1 CERTIFICATE OF CORRECTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC. Remy International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), in accordanc

May 1, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints each of John J.

May 1, 2015 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 Polen Employment Agreement Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of May 1, 2015 (the ?Effective Date?), by and between Remy International, Inc., a Delaware corporation (the ?Company?), and Victor A. Polen (the ?Employee?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Purpos

May 1, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K Polen New COO 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): May 1, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporati

April 30, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints each of John J.

April 30, 2015 DEFA14A

REMY DEFA14A

2014-15 Proxy Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 30, 2015 DEF 14A

REMY DEF 14A

2014-15 Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definiti

April 9, 2015 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints each of John J.

March 3, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 vandenberghpfo8-k.htm 8-K 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): March 3, 2015 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdictio

March 3, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 27, 2015 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commiss

March 2, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-13683 Remy Inte

March 2, 2015 EX-21.1

SUBSIDIARIES OF REMY INTERNATIONAL, INC. (F/K/A NEW REMY HOLDCO CORP.)

Exhibit 21.1 SUBSIDIARIES OF REMY INTERNATIONAL, INC. (F/K/A NEW REMY HOLDCO CORP.) DOMESTIC COMPANIES Name Place of Organization Other Names Remy Holdings, Inc. (f/k/a Remy International, Inc.) Delaware Corporation Remy Inc. Delaware Corporation Assumed Names: ?Road Gang? Fidelity National Technology Imaging, LLC Delaware Limited Liability Company M. & M. Knopf Auto Parts, L.L.C. Delaware Limited

February 19, 2015 EX-99.2

Remy International, Inc. Announces Three-Year $100 Million Share Repurchase Program

EX-99.2 3 ex-992pressreleasedatedfeb.htm PRESS RELEASE DATED FEBRUARY 18, 2015 ANNOUNCING SHARE REPRUCHASE PROGRAM Exhibit 99.2 Remy International, Inc. Announces Three-Year $100 Million Share Repurchase Program Pendleton, Indiana, February 18, 2015 / PRNewswire/ – Remy International, Inc. (NASDAQ:REMY) announced today that the Board of Directors has approved a share repurchase program, effective

February 19, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): February 18, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commiss

February 19, 2015 EX-99.1

Remy International, Inc. Announces Fourth Quarter and Full Year 2014 Results

EX-99.1 2 a991-q420148xkpressrelease.htm PRESS RELEASE DATED FEBRUARY 18, 2015 ANNOUNCING Q4 AND FULL YEAR RESULTS Exhibit 99.1 Remy International, Inc. Announces Fourth Quarter and Full Year 2014 Results PENDLETON, Ind., February 18, 2015 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators for l

February 5, 2015 SC 13D/A

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )1 REMY INTERNATIONAL, INC.. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75971M108 (CUSIP Number) H Partners Management, LLC 888 Seventh Ave. 29th Floor New York, NY 10019 Attn: Rehan Jaffer (212) 265-4200 (Nam

February 5, 2015 EX-99.2

SUPPORT AGREEMENT

EXHIBIT 2 SUPPORT AGREEMENT This Support Agreement, dated as of February 3, 2015 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “H Partners Group,” and individually a “member” of the H Partners Group) and Remy International, Inc.

February 4, 2015 EX-10.1

SUPPORT AGREEMENT

EX-10.1 3 ex-101supportagreement.htm EXHIBIT 10.1 SUPPORT AGREEMENT DATED FEBRUARY 3, 2015 Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement, dated as of February 3, 2015 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “H Partners Group,” and individually a “member” of the H Partners Group) and Remy International, Inc. (the “Company”). WHERE

February 4, 2015 EX-99.1

Remy International, Inc. Appoints John H. Weber Chairman of the Board and Appoints Karl G. Glassman and Charles G. McClure as New Independent Members to its Board of Directors

EX-99.1 4 ex-991pressrelease.htm EXHIBIT 99.1 PRESS RELEASE, DATED FEBRUARY 4, 2015 Exhibit 99.1 Remy International, Inc. Appoints John H. Weber Chairman of the Board and Appoints Karl G. Glassman and Charles G. McClure as New Independent Members to its Board of Directors Pendleton, Indiana, February 4, 2015/PRNewswire/ - Remy International (Nasdaq: REMY) announced today that its Board of Director

February 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a8-knewdirectorsjanuary2015.htm FORM 8-K 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): February 3, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or

February 4, 2015 EX-3.3

SECOND AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of February 3, 2015 ARTICLE I OFFICES

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of February 3, 2015 ARTICLE I OFFICES Section 1.1 Offices. Remy International, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or

January 23, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 January 9, 2015 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of February 20, 2015 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and Albert E. VanDenBergh (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Purpose. The p

January 23, 2015 EX-99.1

Remy International, Inc. Hires Albert VanDenBergh as Senior Vice President and Chief Financial Officer

EX-99.1 3 ex-991pressrelease.htm PRESS RELEASE DATED JANUARY 23, 2015 Exhibit 99.1 Remy International, Inc. Hires Albert VanDenBergh as Senior Vice President and Chief Financial Officer Pendleton, Indiana, January 23, 2015/PRNewswire/ - Remy International’s (Nasdaq: REMY) President and Chief Executive Officer, Jay Pittas announced today that Albert VanDenBergh will join Remy as Senior Vice Preside

January 23, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 23, 2015 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 47-1744351 (State or other jurisdiction of incorporation) (Commissi

January 2, 2015 SC 13G/A

REMY / Remy International, Inc. / Fidelity National Financial, Inc. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d – 102) Under the Securities Exchange Act of 1934* (Amendment No. 1) Remy International, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appr

January 2, 2015 EX-10.2

CONSENT, JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2 CONSENT, JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT This Consent, Joinder and Second Amendment to Credit Agreement, dated as of December 31, 2014 (this "Amendment"), is among NEW REMY HOLDCO CORP. (after giving effect to the Second Amendment Closing Date Transaction (as defined in the Amended Credit Agreement (as hereinafter defined)), as Parent ("Parent"), REMY HOLDINGS, INC. (

January 2, 2015 EX-3.2

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW REMY HOLDCO CORP. December 31, 2014

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW REMY HOLDCO CORP. December 31, 2014 Pursuant to Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), New Remy Holdco Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: Firs

January 2, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW REMY HOLDCO CORP.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW REMY HOLDCO CORP. New Remy Holdco Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: First: The Corporation was incorporated under the name “New Remy Holdco Corp.” by the filing of its original Certificate of Incorporation with the Secretary of

January 2, 2015 EX-3.3

AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of December 31, 2014 ARTICLE I OFFICES

EX-3.3 4 exhibit33arbylaws.htm EXHIBIT 3.4 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of December 31, 2014 ARTICLE I OFFICES Section 1.1 Offices. Remy International, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”)

January 2, 2015 S-8 POS

REMY / Remy International, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 31, 2014 Registration No.

January 2, 2015 EX-10.1

AMENDMENT AGREEMENT TO AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT

EX-10.1 5 exhibit101secondamendedxa.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT AGREEMENT TO AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT This Amendment Agreement to Amended and Restated Term B Loan Credit Agreement, dated as of December 31, 2014 (this “Amendment Agreement”), is entered into by REMY HOLDINGS, INC., a Delaware corporation (formerly known as Remy International, Inc.) (the “Borrower

January 2, 2015 8-K12B

REMY / Remy International, Inc. 8-K12B - - 8-K12B

8-K12B 1 form8k12b2014.htm 8-K12B 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): December 31, 2014 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13683 47-1744351 (State or other juris

January 2, 2015 EX-99.1

Remy International, Inc. Announces Shareholder Approval and Closing of Proposed Merger Agreement

Exhibit 99.1 Remy International, Inc. Announces Shareholder Approval and Closing of Proposed Merger Agreement PENDLETON, Indiana, December 31, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) today announced the completion of the transactions pursuant to the previously announced merger agreement among Remy International, Inc. ("Old Remy"), Fidelity National Financial, Inc. ("FNF"), New

December 31, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): December 31, 2014 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commiss

December 11, 2014 425

REMY / Remy International, Inc. 425 - Merger Prospectus - 425

425 1 a425fnfvannouncesrecorddat.htm 425 Filed by Remy International, Inc. and New Remy Holdco Corp. pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Remy International, Inc. Commission File No. 001-13683 Subject Company: New Remy Holdco Corp. Form S-4 Registration No. 333 - 199182 FNFV Announces Record Date and Distribution Date for Distribution Of Remy International to FNFV Sh

December 11, 2014 425

FNFV Announces Record Date and Distribution Date for Distribution Of Remy International to FNFV Shareholders

Filed by Remy International, Inc. and New Remy Holdco Corp. pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Remy International, Inc. Commission File No. 001-13683 Subject Company: New Remy Holdco Corp. Form S-4 Registration No. 333 - 199182 FNFV Announces Record Date and Distribution Date for Distribution Of Remy International to FNFV Shareholders Jacksonville, Fla. - (December

December 2, 2014 DEFM14A

REMY / Remy International, Inc. DEFM14A - - DEFM 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

December 1, 2014 425

Remy International, Inc. Announces Date of Meeting of Shareholders for the Proposed Merger

Filed by Remy International, Inc. and New Remy Holdco Corp. pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Remy International, Inc. Commission File No. 001-13683 Subject Company: New Remy Holdco Corp. Form S-4 Registration No. 333 - 199182 Remy International, Inc. Announces Date of Meeting of Shareholders for the Proposed Merger PENDLETON, Ind., December 1, 2014 /PRNewswire/ -

December 1, 2014 425

REMY / Remy International, Inc. 425 - Merger Prospectus - PRESS RELEASE ANNOUNCING SPECIAL SHAREHOLDER MEETING

Filed by Remy International, Inc. and New Remy Holdco Corp. pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Remy International, Inc. Commission File No. 001-13683 Subject Company: New Remy Holdco Corp. Form S-4 Registration No. 333 - 199182 Remy International, Inc. Announces Date of Meeting of Shareholders for the Proposed Merger PENDLETON, Ind., December 1, 2014 /PRNewswire/ -

November 7, 2014 EX-99.1

2014 Investor Presentation CONFIDENTIAL - COPYRIGHT ©2013 REMY INTERNATIONAL FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as define

a2014investorrelationspr 2014 Investor Presentation CONFIDENTIAL - COPYRIGHT ©2013 REMY INTERNATIONAL FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Act of 1995.

November 7, 2014 EX-99.1

2014 Investor Presentation CONFIDENTIAL - COPYRIGHT ©2013 REMY INTERNATIONAL FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as define

a2014investorrelationspr 2014 Investor Presentation CONFIDENTIAL - COPYRIGHT ©2013 REMY INTERNATIONAL FORWARD-LOOKING STATEMENT This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Act of 1995.

November 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 7, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commissi

November 7, 2014 425

REMY / Remy International, Inc. 425 - Merger Prospectus - 8-K

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): November 7, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commissi

October 29, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

October 29, 2014 EX-99.1

Remy International, Inc. Announces Third Quarter 2014 Results

EX-99.1 2 a991-q320148xkpressrelease.htm PRESS RELEASE, DATED OCTOBER 29, 2014, ANNOUNCING REMY'S THIRD QUARTER RESULTS Exhibit 99.1 Remy International, Inc. Announces Third Quarter 2014 Results PENDLETON, Ind., October 29, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators for light vehicl

October 29, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kpressrelease2014q3.htm 8-K 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 29, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other juri

October 17, 2014 SC 13D

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SC 13D Activist Investment

SC 13D 1 v391571sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $.00001 per share (Title of Class of Securities) 759663107 (CUSIP Number) H Partners Management, LLC 888 Seventh Ave. 29th Floor New York, NY 10019 Attn: Re

October 17, 2014 EX-99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the Common Stock, $0.

September 11, 2014 8-K

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): September 11, 2014 Remy Internati

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): September 11, 2014 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commis

September 11, 2014 EX-99.1

Remy International Reaches Agreement with Tecnomatic to Settle Lawsuit & Announces Patent Cross-License Agreement

Exhibit 99.1 Remy International Reaches Agreement with Tecnomatic to Settle Lawsuit & Announces Patent Cross-License Agreement PENDLETON, Ind., September 11, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY) and Tecnomatic, S.p.A. announced they have signed a Settlement Agreement and Mutual General Release to settle all disputes relating to a 2008 action filed in the U.S. District Court,

September 9, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among NEW REMY CORP., REMY INTERNATIONAL, INC., NEW REMY HOLDCO CORP., NEW REMY MERGER SUB, INC., OLD REMY MERGER SUB, INC. FIDELITY NATIONAL FINANCIAL, INC. dated as of September 7, 2014

Execution Version AGREEMENT AND PLAN OF MERGER by and among NEW REMY CORP., REMY INTERNATIONAL, INC., NEW REMY HOLDCO CORP., NEW REMY MERGER SUB, INC., OLD REMY MERGER SUB, INC. and FIDELITY NATIONAL FINANCIAL, INC. dated as of September 7, 2014 TABLE OF CONTENTS (continued) Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 Section 1.3 Effective Time of the Mergers 3 Sec

September 9, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 7, 2014 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commiss

September 9, 2014 EX-99.1

Remy International, Inc. Announces Plan for Distribution of FNF's Remy Shares to FNFV Shareholders

EX-99.1 3 ex991pressreleasedatedsept.htm PRESS RELEASE DATED SEPTEMBER 8, 2014 ANNOUNCING PLAN FOR DISTRIBUTION Exhibit 99.1 Remy International, Inc. Announces Plan for Distribution of FNF's Remy Shares to FNFV Shareholders PENDLETON, Ind., Sept. 8, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) today announced the entry into agreements for a transaction (the "Transaction") with Fidel

September 9, 2014 425

REMY / Remy International, Inc. 425 - Merger Prospectus - 8-K

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): September 7, 2014 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commiss

September 9, 2014 EX-99.1

Remy International, Inc. Announces Plan for Distribution of FNF's Remy Shares to FNFV Shareholders

EX-99.1 3 ex991pressreleasedatedsept.htm PRESS RELEASE DATED SEPTEMBER 8, 2014 ANNOUNCING PLAN FOR DISTRIBUTION Exhibit 99.1 Remy International, Inc. Announces Plan for Distribution of FNF's Remy Shares to FNFV Shareholders PENDLETON, Ind., Sept. 8, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ: REMY) today announced the entry into agreements for a transaction (the "Transaction") with Fidel

September 9, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among NEW REMY CORP., REMY INTERNATIONAL, INC., NEW REMY HOLDCO CORP., NEW REMY MERGER SUB, INC., OLD REMY MERGER SUB, INC. FIDELITY NATIONAL FINANCIAL, INC. dated as of September 7, 2014

EX-2.1 2 ex21remymergeragreement.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 7, 2014 Execution Version AGREEMENT AND PLAN OF MERGER by and among NEW REMY CORP., REMY INTERNATIONAL, INC., NEW REMY HOLDCO CORP., NEW REMY MERGER SUB, INC., OLD REMY MERGER SUB, INC. and FIDELITY NATIONAL FINANCIAL, INC. dated as of September 7, 2014 TABLE OF CONTENTS (continued) Page ARTICLE I THE MERGERS

August 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 knechtel8k.htm KNECHTEL FORM 8-K 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 20, 2014 Remy International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other ju

July 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 30, 2014 EX-99.1

Remy International, Inc. Announces Second Quarter 2014 Results

Exhibit 99.1 Remy International, Inc. Announces Second Quarter 2014 Results PENDLETON, Ind., July 30, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators for light vehicle and commercial vehicle applications, multi-line products and hybrid electric motors, today announced its financial resul

July 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 30, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission

June 13, 2014 8-K

Submission of Matters to a Vote of Security Holders

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 12, 2014 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission

June 2, 2014 SD

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employer Identification No.) 600 Corporation Drive Pendleton, IN 46064 (Address of princip

June 2, 2014 EX-1.02

Remy International, Inc. Conflict Minerals Report For the Fiscal Year Ended December 31, 2013

EXHIBIT 1.02 Remy International, Inc. Conflict Minerals Report For the Fiscal Year Ended December 31, 2013 This report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the "Rule"). The Rule was adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requirements related to conflict mineral

April 30, 2014 EX-99.1

Remy International, Inc. Announces First Quarter 2014 Results

Exhibit 99.1 Remy International, Inc. Announces First Quarter 2014 Results PENDLETON, Ind., April 30, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starter motors and alternators for light vehicle and commercial vehicle applications, multi-line products and hybrid electric motors, today announced its financial resul

April 30, 2014 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

April 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO

10-Q 1 q12014remyinternational10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

April 30, 2014 DEFA14A

- DEFA14A

DEFA14A 1 a2013proxyadditionalmateri.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit

April 30, 2014 EX-10.2

Remy International, Inc. Omnibus Incentive Plan Notice of Stock Option Grant for Directors

EX-10.2 3 ex1022014formofstockoption.htm 2014 FORM OF NOTICE OF STOCK OPTION GRANT FOR DIRECTORS Exhibit 10.2 Remy International, Inc. Omnibus Incentive Plan Notice of Stock Option Grant for Directors You (the “Optionee”) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the “Company”), par value $0.0001 per share (“Share”), pursuant to the Remy I

April 30, 2014 EX-10.3

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees

Exhibit 10.3 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees You (the “Grantee”) have been granted the following award of restricted Common Stock (the “Restricted Stock”) of Remy International, Inc. (the “Company”), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the “Plan”): Name of Grantee: Participant Name Number of Shares of Restr

April 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 30, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission

April 30, 2014 EX-10.4

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees You (the ?Optionee?) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the ?Company?), par value $0.0001 per share (?Share?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Optionee: Participant Name Total Number of Sha

April 30, 2014 EX-10.1

Remy International, Inc. Omnibus Incentive Plan Notice of Restricted Stock Grant for Directors

Exhibit 10.1 Remy International, Inc. Omnibus Incentive Plan Notice of Restricted Stock Grant for Directors You (the ?Grantee?) have been granted the following award of restricted Common Stock (the ?Restricted Stock?) of Remy International, Inc. (the ?Company?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Grantee: Number of Shares of Restricted Stock Grant

February 27, 2014 EX-10.24

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors

Exhibit 10.24 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors You (the “Grantee”) have been granted the following award of restricted Common Stock (the “Restricted Stock”) of Remy International, Inc. (the “Company”), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the “Plan”): Name of Grantee: Number of Shares of Restricted Stock Gran

February 27, 2014 EX-21.1

SUBSIDIARIES OF REMY INTERNATIONAL, INC.

EX-21.1 4 exhibit211-subsidiariesoft.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Exhibit 21.1 SUBSIDIARIES OF REMY INTERNATIONAL, INC. DOMESTIC COMPANIES Name Place of Organization Other Names Remy Inc. Delaware Corporation Assumed Names: “Road Gang” and “Remy Laredo Inc.” M. & M. Knopf Auto Parts, L.L.C. Delaware Limited Liability Company “Atlanta Core Supply Co.” and “Fort Wayne Core Supply” Power Inv

February 27, 2014 EX-10.25

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees

Exhibit 10.25 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees You (the ?Grantee?) have been granted the following award of restricted Common Stock (the ?Restricted Stock?) of Remy International, Inc. (the ?Company?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Grantee: Number of Shares of Restricted Stock Gran

February 27, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-13683 Remy Inte

February 14, 2014 SC 13G/A

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2013 (Date of Event Which Req

February 14, 2014 SC 13G/A

REMY / Remy International, Inc. / Altai Capital Management, L.P. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1) Remy International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2013 (Dat

February 14, 2014 SC 13G/A

REMY / Remy International, Inc. / H PARTNERS, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2013 (Date of Event Which Req

February 14, 2014 SC 13G/A

REMY / Remy International, Inc. / JAFFER REHAN - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2013 (Date of Event Which Req

February 14, 2014 SC 13G/A

REMY / Remy International, Inc. / H PARTNERS CAPITAL, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2013 (Date of Event Which Req

February 12, 2014 EX-99.1

Remy International, Inc. Announces Fourth Quarter and Full Year 2013 Results

Exhibit 99.1 Remy International, Inc. Announces Fourth Quarter and Full Year 2013 Results PENDLETON, Ind., February 12, 2014 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, today announced its fin

February 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): February 12, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commiss

February 10, 2014 CORRESP

-

Remy International, Inc 600 Corporation Drive • Pendleton, Indiana 46064 USA February 10, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attention: Lyn Shenk Branch Chief Re: Remy International, Inc.

January 7, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): January 7, 2014 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commissio

December 2, 2013 CORRESP

-

Remy International, Inc 600 Corporation Drive • Pendleton, Indiana 46064 USA December 2, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attention: Lyn Shenk Branch Chief Re: Remy International, Inc.

October 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 29, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commissi

October 29, 2013 EX-99.1

Remy International, Inc. Announces Third Quarter 2013 Results

Exhibit 99.1 Remy International, Inc. Announces Third Quarter 2013 Results PENDLETON, Ind., October 29, 2013 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, today announced its financial results f

October 29, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

October 23, 2013 EX-99.1

Fidelity National Financial, Inc. Reports Third Quarter 2013 EPS of $0.43 , Adjusted EPS of $0.50 and Adjusted Pre-Tax Title Margin of 14.2%

Exhibit 99.1 Fidelity National Financial, Inc. Reports Third Quarter 2013 EPS of $0.43 , Adjusted EPS of $0.50 and Adjusted Pre-Tax Title Margin of 14.2% Jacksonville, Fla. - (October 23, 2013) - Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and diversified services, today reported operating results for the three-month and nine-month periods

October 23, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 23, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commissi

August 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 5, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission

August 5, 2013 EX-10.3

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is effective as of February 16, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and MARK MCFEELY (the "Employee") and amends that certain Amended and Restated Employment Agreement dated as of April 9, 2012 (the ?Agreement?

August 5, 2013 EX-10.4

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.4 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is effective as of February 16, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and SHAWN PALLAGI (the "Employee") and amends that certain Amended and Restated Employment Agreement dated as of January 1, 2013 (the ?Agreeme

August 5, 2013 EX-99.1

Remy International, Inc. Announces Second Quarter 2013 Results

EX-99.1 2 a991-q22013pressrelease.htm PRESS RELEASE ON REMY INTERNATIONAL, INC.'S SECOND QUARTER 2013 RESULTS Exhibit 99.1 Remy International, Inc. Announces Second Quarter 2013 Results PENDLETON, Ind., August 5, 2013 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial

August 5, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO

10-Q 1 q22013remyinternational10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission F

August 5, 2013 EX-10.5

EMPLOYMENT AGREEMENT

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of March 16, 2011 (the ?Effective Date?), by and between Remy International, Inc., a Delaware corporation (the ?Company?), and Edward Neiheisel (the ?Employee?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Purpose. The purpose of this Agreement

August 5, 2013 EX-10.1

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.1 AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment") is effective as of February 16, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and JOHN J. PITTAS (the "Employee") and amends that certain Second Amended and Restate

August 5, 2013 EX-10.6

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.6 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is effective as of February 16, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and EDWARD NEIHEISEL (the "Employee") and amends that certain Amended and Restated Employment Agreement dated as of March 16, 2011 (the ?Agree

August 5, 2013 EX-10.2

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 3 ex-102xfredknechtelemploym.htm AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT - FRED KNECHTEL EXHIBIT 10.2 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment") is effective as of February 16, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and

June 13, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

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 12, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission

May 1, 2013 EX-10.6

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Directors

EXHIBIT 10.6 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Directors You (the ?Optionee?) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the ?Company?), par value $0.0001 per share (?Share?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Optionee: Total Number of Shares

May 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): May 1, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation) (Commission Fi

May 1, 2013 EX-10.4

TRANSITION, NONCOMPETITION AND RELEASE AGREEMENT

EX-10.4 5 ex-104xwebertransitionnonc.htm TRANSITION, NONCOMPETITION AND RELEASE AGREEMENT EXHIBIT 10.4 TRANSITION, NONCOMPETITION AND RELEASE AGREEMENT This Transition, Noncompetition and Release Agreement (the “Agreement”), by and between Remy International, Inc. (“Remy”) and John H. Weber (“Weber”), is effective as of January 31, 2013 (the “Effective Date”). WHEREAS, Remy and Weber are parties t

May 1, 2013 EX-10.3

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.3 4 ex-103xemploymentagreement.htm EMPLOYMENT AGREEMENT - JOHN J. PITTAS EFFECTIVE JANUARY 31, 2013 EXHIBIT 10.3 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment") is effective as of January 31, 2013 (the "Effective Date"), by and between REMY INTERNATIONAL, INC., a Delaware corporatio

May 1, 2013 EX-10.5

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees

EX-10.5 6 ex-105xformofemployeestock.htm FORM AND NOTICE OF STOCK OPTION GRANT FOR EMPLOYEES EXHIBIT 10.5 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Stock Option Grant for Employees You (the “Optionee”) have been granted the following option to purchase Class A Common Stock of Remy International, Inc. (the “Company”), par value $0.0001 per share (“Share”), pursuant to the Remy Inter

May 1, 2013 EX-10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.2 3 ex-102xfirstamendmenttoabl.htm FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 5, 2013, by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent ("Agent") for the Lenders (as defined in the Credit

May 1, 2013 EX-99.1

Remy International, Inc. Announces First Quarter 2013 Results

Exhibit 99.1 Remy International, Inc. Announces First Quarter 2013 Results PENDLETON, Ind., May 1, 2013 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, today announced its financial results for th

May 1, 2013 EX-10.1

AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT Dated as of March 5, 2013 REMY INTERNATIONAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED,

EXHIBIT 10.1 Deal CUSIP Number: 75966FAL4 Term B Facility CUSIP Number: 75966FAM2 AMENDED AND RESTATED TERM B LOAN CREDIT AGREEMENT Dated as of March 5, 2013 among REMY INTERNATIONAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, UBS SECURITIES LLC, WELLS FARGO SECURITIES, LLC, and DEUT

May 1, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO

10-Q 1 q12013remyinternational10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

April 30, 2013 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi

April 30, 2013 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 8, 2013 EX-99.1

Remy International, Inc. Closes Refinancing of Term B Loan Credit Agreement and Asset Based Line (ABL) Amendment

Remy International, Inc. Closes Refinancing of Term B Loan Credit Agreement and Asset Based Line (ABL) Amendment PENDLETON, Ind., March 5, 2013 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, toda

March 8, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, 8-K - 8-K

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): March 05, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation or organizat

February 27, 2013 EX-21.1

SUBSIDIARIES OF REMY INTERNATIONAL, INC.

EX-21.1 2 ex21-1subsidiaries.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Exhibit 21.1 SUBSIDIARIES OF REMY INTERNATIONAL, INC. DOMESTIC COMPANIES Name Place of Organization Other Names Remy Inc. Delaware Corporation Assumed Names: “Road Gang” and “Remy Laredo Inc.” M. & M. Knopf Auto Parts, L.L.C. Delaware Limited Liability Company “Atlanta Core Supply Co.” and “Fort Wayne Core Supply” Power Investments

February 27, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-13683 Remy Inte

February 19, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): February 18, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-13683 35-1909253 (State or other jurisdiction of incorporation or organi

February 19, 2013 EX-99.1

Remy International, Inc. Announces Fourth Quarter and Full Year 2012 Results

EX-99.1 2 a991-q4fy2012pressrelease.htm PRESS RELEASE OF REMY INTERNATIONAL, INC. DATED FEBRUARY 18, 2013 Remy International, Inc. Announces Fourth Quarter and Full Year 2012 Results PENDLETON, Ind., February 18, 2013 /PRNewswire/ - Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial

February 14, 2013 S-8

- S-8

Reg. No 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REMY INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 35-1909253 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 600 Corporation Drive Pendleton, Indiana 46064 (Addr

February 14, 2013 SC 13G

REMY / Remy International, Inc. / H PARTNERS MANAGEMENT, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date of Event Which Requ

February 14, 2013 SC 13G

REMY / Remy International, Inc. / H PARTNERS, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date of Event Which Requ

February 14, 2013 SC 13G

REMY / Remy International, Inc. / H PARTNERS CAPITAL, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date of Event Which Requ

February 14, 2013 SC 13G

REMY / Remy International, Inc. / JAFFER REHAN - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* REMY INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date of Event Which Requ

February 14, 2013 SC 13G

REMY / Remy International, Inc. / Altai Capital Management, L.P. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No.) Remy International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date

February 14, 2013 EX-3.1

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC.

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC.

February 14, 2013 SC 13G

REMY / Remy International, Inc. / Fidelity National Financial, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Remy International, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 759663107 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

February 14, 2013 EX-3.2

AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of December 13, 2012 ARTICLE I OFFICES

AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of December 13, 2012 ARTICLE I OFFICES Section 1.1 Offices. Remy International, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of t

February 5, 2013 EX-99.1

Remy International Announces President and CEO Transition

Remy International Announces President and CEO Transition Pendleton, Indiana, February 1, 2013 / PRNewswire/ - Remy International, Inc.

February 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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): January 31, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) 001-13693 (Commission File Number) Delaware 35-1909253 (State or Other Jurisdiction of

January 7, 2013 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 1, 2013 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and Shawn Pallagi (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Purpose. The purpose of this Agreement i

January 7, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 shawnpallagiappointment.htm 8-K 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): January 1, 2013 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) 001-13693 (Commission File Number) Delaware 35-19

December 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): December 20, 2012 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) 001-13693 (Commission File Number) Delaware 35-1909253 (State or Other Jurisdiction o

December 13, 2012 EX-99.1

Remy International Announces NASDAQ Listing

EX-99.1 3 nasdaqlistingrelease121320.htm PRESS RELEASE Remy International Announces NASDAQ Listing PENDLETON, Ind./December 12, 2012/PRNewswire – Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, today announced t

December 13, 2012 8-K

Financial Statements and Exhibits, Other Events

8-K 1 pressrelease12132012.htm 8-K 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): December 13, 2012 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) 001-13693 (Commission File Number) Delaware 35-190

December 12, 2012 8-A12B

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 35-1909253 (State of incorporation or organization) (I.R.S. Employer Identification No.) 600 Corporation Dri

December 5, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q/A (Amendment No.

November 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 8, 2012 Remy International, Inc. (Exact name of Registrant as Specified in its Charter) 001-13683 (Commission File Number) Delaware 35-1909253 (State or Other Jurisdiction of

November 8, 2012 EX-99.1

q3earningscallpresentati

q3earningscallpresentati q3earningscallpresentati Remy International Q3 2012 Earnings Conference Call November 8, 2012 1 2 Forward-Looking Information This presentation may contain forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Act of 1995.

November 5, 2012 424B3

REMY INTERNATIONAL, INC. PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED NOVEMBER 5, 2012 THE DATE OF THIS SUPPLEMENT IS NOVEMBER 5, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO S

424B3 1 remy424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) File Number 333-173081 REMY INTERNATIONAL, INC. PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED NOVEMBER 5, 2012 THE DATE OF THIS SUPPLEMENT IS NOVEMBER 5, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

November 5, 2012 EX-31.A

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31a CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John H.

November 5, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 5, 2012 EX-31.B

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31b CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Fred Knechtel, certify that: 1.

November 5, 2012 424B5

Prospectus - 424B5

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-173081 Prospectus 40,000 shares Common stock Remy International, Inc. is offering up to 40,000 shares of common stock in a subscription offering to eligible employees of Remy and certain of their immediate family members. This is the initial public offering of the common stock of Remy. The initial public offering price w

October 31, 2012 CORRESP

-

Correspondence Letter October 31, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 18, 2012 CORRESP

-

787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 October 18, 2012 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 18, 2012 EX-4.1

NUMBER RMY REMY INTERNATIONAL, INC. SHARE INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 759663 10 7 COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS SPECIMEN FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $.0001, OF B

EX-4.1 2 d373183dex41.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1 NUMBER RMY REMY INTERNATIONAL, INC. SHARE INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 759663 10 7 COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS SPECIMEN FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $.0001, OF BY: REMY INTERNATIONAL, INC. COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANS

October 18, 2012 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 18, 2012 Registration No.

October 18, 2012 EX-99.2

SEND OVERNIGHT PACKAGES TO: Remy International, Inc. Attn: Benefits Department 600 Corporation Drive Pendleton, IN 46064 (765) 778 - 6488

Employee Stock Purchase Plan Subscription Form Exhibit 99.2 PURCHASE ORDER FORM SEND OVERNIGHT PACKAGES TO: Remy International, Inc. Attn: Benefits Department 600 Corporation Drive Pendleton, IN 46064 (765) 778 - 6488 This stock offering by Remy International, Inc. is available to all salaried employees of Remy International, Inc. or any of its subsidiaries, and any eligible salaried employee’s im

October 18, 2012 EX-4.2.(B)

John H. Weber

EX-4.2.(B) 3 d373183dex42b.htm 2010 LETTER AGREEMENT RELATING TO REGISTRATION RIGHTS AGREEMENT Exhibit 4.2(b) John H. Weber President and Chief Executive Officer Mr. John Irish Ore Hill Partners LLC 650 Fifth Avenue, 9th Floor New York, New York 10019 [email protected] (212) 389-2327 Reference is made to the Registration Rights Agreement by and among the Issuer and the holders party thereto dated

September 21, 2012 CORRESP

-

Correspondence 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 September 21, 2012 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 21, 2012 EX-99.1

CONSENT OF GEORGE P. SCANLON

EX-99.1 6 d373183dex991.htm EX-99.1 EXHIBIT 99.1 CONSENT OF GEORGE P. SCANLON September 21, 2012 I hereby consent to the use of my name as a nominee for director of Remy International, Inc., in its Registration Statement on Form S-1, and in all amendments and post-effective amendments or supplements thereto, including the prospectus contained therein. /s/ George P. Scanlon George P. Scanlon

September 21, 2012 EX-10.20

EMPLOYMENT AGREEMENT

EX-10.20 2 d373183dex1020.htm EX-10.20 Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of April 9, 2012 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and Mark McFeely (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Pu

September 21, 2012 EX-10.25

January 31, 2012

EX-10.25 3 d373183dex1025.htm EX-10.25 Exhibit 10.25 January 31, 2012 John J. Pittas 20556 Myers Place Leesburg, Virginia 20175 Re: Modification of Second Amended and Restated Employment Agreement dated as of August 1, 2010 ( “Employment Agreement”) Dear Jay: This letter agreement (hereinafter referred to as the “Modification Agreement”) shall confirm our mutual agreement regarding your recent cha

September 21, 2012 EX-10.26

REMY INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN

EX-10.26 4 d373183dex1026.htm EX-10.26 Exhibit 10.26 September 11, 2012 REMY INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN Remy International, Inc. (“Remy”) hereby establishes the Remy International, Inc. Employee Stock Purchase Plan (the “Plan”), effective on the first business day following Remy’s announcement of its third quarter 2012 earnings, which is expected to occur on or around Novembe

September 21, 2012 S-1/A

- AMENDMENT 5 TO FORM S-1

S-1/A 1 d373183ds1a.htm AMENDMENT 5 TO FORM S-1 Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(2) Common Stock(1) [ ] $[ ] $[ ] $[ ] (1) Pursuant to Rule 416 under the Securities Act, this Registration Statement shall a

April 3, 2012 S-1/A

- AMENDMENT NO. 4 TO FORM S-1

Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 3, 2012 Registration No. 333-173081 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 3714 35-1909253 (State or

April 3, 2012 CORRESP

-

787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 April 3, 2012 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 9, 2012 EX-10.24

ACCOMMODATION AGREEMENT

EX-10.24 2 d308388dex1024.htm ACCOMMODATIONS AGREEMENT Exhibit 10.24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED

March 9, 2012 S-1/A

- AMENDMENT NO. 3 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on March 9, 2012 Registration No.

March 8, 2012 CORRESP

-

Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 T +1 212 259 8088 F +1 212 649 9479 rrachofsky@dl.

May 25, 2011 EX-10.17

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.17 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 1, 2010 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and John J. Pittas (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agr

May 25, 2011 EX-3.2.(B)

AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of [Date], 2011 ARTICLE I

EXHIBIT 3.2b AMENDED AND RESTATED BYLAWS OF REMY INTERNATIONAL, INC. As Adopted as of [Date], 2011 ARTICLE I OFFICES Section 1.01 Offices. Remy International, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the busi

May 25, 2011 EX-10.5

October 29, 2009

Exhibit 10.5 30009 Van Dyke Avenue Warren, Michigan 48090 October 29, 2009 Remy Inc. STREET ADDRESS CITY, STATE ZIP COUNTRY Re: Agreement to Resolve Objection to Cure Notice Dear GM Supplier: This letter is an agreement between General Motors Company (formerly NGMCO, Inc.) (“Purchaser”) and Remy Inc., on behalf of itself and its subsidiaries and affiliates (collectively, “Supplier”), relating to t

May 25, 2011 EX-10.9

Remy International, Inc. 2010 Long-Term Incentive Cash Bonus Plan

EX-10.9 9 dex109.htm 2010 LONG-TERM INCENTIVE CASH BONUS PLAN Exhibit 10.9 Remy International, Inc. 2010 Long-Term Incentive Cash Bonus Plan This 2010 Long-Term Incentive Cash Bonus Plan (the “Plan”), dated as of December 6, 2007 has been adopted by the Board of Directors of Remy International, Inc., a Delaware corporation, having its principal offices at 2902 Enterprise Drive, Anderson, Indiana 4

May 25, 2011 EX-10.8

RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.8 EXECUTION COPY NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESP

May 25, 2011 EX-10.15

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Amended and Restated Employment Agreement Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 1, 2010 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and John H. Weber (the “Employee”). In consideration of the mutual covenants and agreements set fo

May 25, 2011 EX-21.1

SUBSIDIARIES OF REMY INTERNATIONAL, INC.

Exhibit 21.1 SUBSIDIARIES OF REMY INTERNATIONAL, INC. DOMESTIC COMPANIES Name Place of Organization Other Names Remy Inc. Delaware Corporation Assumed Names: ?Road Gang? and ?Remy Laredo Inc.? M. & M. Knopf Auto Parts, L.L.C. Delaware Limited Liability Company ?Atlanta Core Supply Co.? and ?Fort Wayne Core Supply? Power Investments, Inc. Indiana Corporation ?Powertrain? Reman Holdings, L.L.C. Dela

May 25, 2011 EX-10.4

TRADEMARK LICENSE AGREEMENT

EX-10.4 4 dex104.htm TRADEMARK LICENSE AGREEMENT Exhibit 10.4 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (“License”) is made and entered into July 31, 1994, by and among DRA, Inc., a company organized under the laws of the State of Delaware (“DRA”), DR International, Inc., a company organized under the laws of the State of Delaware (“DRI” and, together with DRA, the “Licensee”),

May 25, 2011 EX-10.14

REMY INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.14 REMY INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Established August 1, 1999 Amended and Restated January 1, 2009 TABLE OF CONTENTS Page ARTICLE I ESTABLISHMENT OF PLAN 1 Section 1.01. Establishment 1 Section 1.02. Purpose 1 Section 1.03. Restatement 1 ARTICLE II FUNDING 1 ARTICLE III DEFINITIONS AND INTERPRETATION 2 Section 3.01. Definitions 2 Section 3.02. Constructio

May 25, 2011 EX-10.12

Remy International, Inc. Annual Incentive Bonus Plan March 24, 2011 TABLE OF CONTENTS Section 1. Establishment and Purpose 2 Section 2. Definitions 2 Section 3. Administration 3 Section 4. Eligibility 4 Section 5. Form of Payment 4 Section 6. Determi

Annual Incentive Bonus Plan Exhibit 10.12 Remy International, Inc. Annual Incentive Bonus Plan March 24, 2011 TABLE OF CONTENTS Section 1. Establishment and Purpose 2 Section 2. Definitions 2 Section 3. Administration 3 Section 4. Eligibility 4 Section 5. Form of Payment 4 Section 6. Determination of Incentive Awards 4 Section 7. Termination of Employment 6 Section 8. Amendment or Termination of t

May 25, 2011 EX-10.7

Description of Directors’ Compensation

Exhibit 10.7 Description of Directors’ Compensation Set forth below is a summary of cash compensation paid to non-employee members of the board of directors of Remy International, Inc., effective July 1, 2010: • annual cash retainers of $50,000 for board members, other than the chairperson, and $80,000 for the chairperson • meeting fees of $1,500 for each board and committee meeting attended or $1

May 25, 2011 EX-10.6

INDEMNIFICATION AGREEMENT

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , 20 , is made by Remy International, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). BACKGROUND The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of such insurance and the general re

May 25, 2011 EX-10.23

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees

Exhibit 10.23 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Employees You (the ?Grantee?) have been granted the following award of restricted Common Stock (the ?Restricted Stock?) of Remy International, Inc. (the ?Company?), par value [$ ] per share (the ?Shares?), pursuant to the Remy International, Inc. Omnibus Incentive Plan (the ?Plan?): Name of Grantee:

May 25, 2011 EX-10.19

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.19 19 dex1019.htm SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.19 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECONDED AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 1, 2010 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and Gerald T. Mills (the “Employee”). In considerat

May 25, 2011 EX-10.18

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of August 1, 2010 (the ?Effective Date?), by and between Remy International, Inc., a Delaware corporation (the ?Company?), and Jesus Sanchez (the ?Employee?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

May 25, 2011 EX-10.22

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors

Form of Notice of Restricted Stock Grant for Directors Exhibit 10.22 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant for Directors You (the “Grantee”) have been granted the following award of restricted Common Stock (the “Restricted Stock”) of Remy International, Inc. (the “Company”), par value [$ ] per share (the “Shares”), pursuant to the Remy International, Inc.

May 25, 2011 EX-3.1.(B)

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC.

Exhibit 3.1(b) SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMY INTERNATIONAL, INC. Remy International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: First: The Corporation was incorporated under the name “Transportation Systems, Inc.” by the filing of its original Certificate of Incorporation

May 25, 2011 EX-10.21

REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Table of Contents REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN 1 Article 1. Establishment, Objectives, and Duration 1 1.1 Establishment of the Plan 1 1.2 Objectives of the Plan 1 1.3 Duration of the

Exhibit 10.21 REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN Table of Contents REMY INTERNATIONAL, INC. OMNIBUS INCENTIVE PLAN 1 Article 1. Establishment, Objectives, and Duration 1 1.1 Establishment of the Plan 1 1.2 Objectives of the Plan 1 1.3 Duration of the Plan 1 Article 2. Definitions 1 2.1 ?Affiliate? 1 2.2 ?Award? 1 2.3 ?Award Agreement? 2 2.4 ?Beneficial Ownership? 2 2.5 ?Board? 2 2.6 ?

May 25, 2011 EX-10.13

REMY INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN Effective December 30, 2008

Exhibit 10.13 REMY INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN Effective December 30, 2008 INTRODUCTION This Remy International, Inc. (“Remy”) Deferred Compensation Plan (the “Plan”) hereby established, effective December 30, 2008, to allow eligible executives of Remy and certain affiliates to defer receipt of portions of their base salary and bonus awards and receive employer contributions whi

May 25, 2011 EX-10.11

Remy International, Inc. 2011 Annual Incentive Bonus Plan

Exhibit 10.11 Remy International, Inc. 2011 Annual Incentive Bonus Plan This Annual Incentive Bonus Plan (the “Plan”), dated as of January 1, 2011 has been adopted by the Board of Directors of Remy International, Inc., a Delaware corporation, having its principal offices at 600 Corporation Drive, Pendleton, Indiana 46064 (the “Company”). 1. PURPOSE The purpose of the Remy International, Inc. Annua

May 25, 2011 EX-10.16

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.16 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 1, 2010 (the “Effective Date”), by and between Remy International, Inc., a Delaware corporation (the “Company”), and Fred Knechtel (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

May 25, 2011 EX-10.10

Remy International, Inc. 2010 Annual Incentive Bonus Plan

2010 Annual Incentive Bonus Plan Exhibit 10.10 Remy International, Inc. 2010 Annual Incentive Bonus Plan This Annual Incentive Bonus Plan (the “Plan”), dated as of January 1, 2010 has been adopted by the Board of Directors of Remy International, Inc., a Delaware corporation, having its principal offices at 600 Corporation Drive, Pendleton, Indiana 46064 (the “Company”). 1. PURPOSE The purpose of t

May 25, 2011 S-1/A

As filed with the Securities and Exchange Commission on May 25, 2011

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 25, 2011 Registration No. 333-173081 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Remy International, Inc. (Exact name of registrant as specified in its charter) Delaware 3714 35-1909253 (State or

May 25, 2011 CORRESP

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SEC Letter Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 T +1 212 259 8088 F +1 212 649 9479 rrachofsky@dl.

May 6, 2011 CORRESP

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Correspondence Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 T +1 212 259 8088 F +1 212 649 9479 rrachofsky@dl.

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