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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 21, 2000
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NOBLE INTERNATIONAL, LTD.
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(Exact name of registrant as specified in its charter)
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Delaware 001-13581 38-3139487
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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20101 Hoover, Detroit, Michigan 48205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313)245-5600
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33 Bloomfield Hills Pkwy., Ste. 155, Bloomfield Hills, MI 48304
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 21, 2000, Noble International, Ltd. (the "Company"), through
its wholly owned subsidiary, Noble Holdings, Ltd., a Michigan corporation ("NH")
consummated the acquisition of all of the outstanding capital stock of DSI
Holdings, Inc., a Texas corporation ("DSI"), through a purchase from all of the
shareholders of DSI. The aggregate consideration paid for the purchase of DSI
(the "DSI Acquisition") consisted of Nineteen Million Eight Hundred Twenty- Nine
Thousand Four Hundred Eighty Six Dollars ($19,829,486.00), payable through
Seventeen Million Nine Hundred Thousand Dollars ($17,900,000.00) in cash, and
One Hundred Forty- Eight Thousand Four Hundred Twenty Two Shares of the
Company's common stock, valued at $13.00 per share. The shares carry a four year
Put provision which allows the selling shareholders to put their stock back to
the Company at $13.00 per share.
DSI is a dedicated provider of delivery service of auto parts from
stocking dealers to the retailers and auto dealers of those parts. DSI also
provides dealers and wholesale parts distributors who distribute their parts to
outlying communities with a mechanism to assure effective delivery of those
parts. DSI utilizes independent contractors to delivery the parts, thereby
reducing the overall number of employees. The Company intends to continue to
operate the business in substantially the same manner.
The Company used monies available under its secured revolving credit
facility with Comerica Bank to pay the cash portion of the DSI Acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Share Purchase Agreement among Noble International, LTD.,
Noble Holdings, Ltd. and DSI Holdings, Inc., Stephen Ray Savant, Cyril Ray
Yates, Christopher Michael Cassels, James Christopher Delahoussaye, Kevin
Devaughn, Larry Browne, and Herbert H. Fields dated July 13, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NOBLE INTERNATIONAL, LTD.,
a Michigan corporation
(Registrant)
Date: January 7, 2000 By: /s/ Michael C. Azar
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Michael C. Azar,
Secretary and General Counsel
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Share Purchase Agreement
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