Modine Manufacturing Co 10-K

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MODINE MANUFACTURING CO

(MOD)

10-K
Annual report pursuant to section 13 and 15(d) Filed on 06/14/2012 Filed Period 03/31/2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K
(Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 or x TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________ Commission file number 1-1373

MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) WISCONSIN (State or other jurisdiction of incorporation or organization) 1500 DeKoven Avenue, Racine, Wisconsin (Address of principal executive offices) Registrant's telephone number, including area code (262) 636-1200 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.625 par value Name of each exchange on which registered New York Stock Exchange 39-0482000 (I.R.S. Employer Identification No.) 53403 (Zip Code)

Securities Registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer o Non-accelerated Filer o (Do not check if a smaller reporting company) Accelerated Filer þ Smaller reporting company o No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o

Approximately 68 percent of the outstanding shares are held by non-affiliates. The aggregate market value of these shares was approximately $424 million based on the market price of $9.06 per share on September 30, 2011, the last day of our most recently completed second fiscal quarter. Shares of common stock held by each executive officer and director and by each person known to beneficially own more than 5 percent of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of the registrant's common stock, $0.625 par value, was 46,767,162 at June 12, 2012. An Exhibit Index appears at pages 91-94 herein. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the parts of this Form 10-K designated to the right...
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