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
October 13, 2000 October 11, 2000
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Date of report (Date of earliest event reported)
HEXCEL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8472 94-1109521
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3288
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(Address of Principal Executive Offices) (Zip Code)
(203) 969-0666
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
In connection with the proposed sale (the "Sale") of
14,525,000 shares of common stock of Hexcel Corporation ("Hexcel") by Ciba
Specialty Chemicals Holding Inc. and certain of its affiliates ("Ciba") to
affiliates of The Goldman Sachs Group, Inc. (the "New Investors"), Hexcel
has entered into (i) an Agreement, dated as of October 11, 2000, with the
New Investors (the "New Investors Agreement"), and (ii) a Consent and
Termination Agreement, dated as of October 11, 2000, with Ciba, copies of
which are attached as Exhibits 10.1 and 10.2 hereto and incorporated herein
by reference. The Sale is subject to customary closing conditions including
the expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the consent of the
lenders under Hexcel's Second Amended and Restated Credit Agreement dated
as of September 15, 1998, and is anticipated to be completed well before
year-end. The Stock Purchase Agreement between Ciba and the New Investors
is included as Exhibit A to the New Investors Agreement. Hexcel and the New
Investors have agreed to the terms of a Governance Agreement and a
Registration Rights Agreement they will enter into effective as of the
closing of the Sale, the forms of which are included as Exhibits B and C to
the New Investors Agreement. In addition, effective as of the closing,
Hexcel will amend and restate its bylaws. The form of these bylaws is
included as Exhibit D to the New Investors Agreement.
On October 11, 2000, Hexcel issued a press release
announcing that the New Investors have entered into an agreement to buy
approximately 14.5 million shares of Hexcel common stock from Ciba, and
announcing its agreements with the New Investors and Ciba. A copy of this
press release is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Agreement, dated as of October 11, 2000, by and among
Hexcel Corporation, LXH, L.L.C. and LXH II, L.L.C.
10.2 Consent and Termination Agreement, dated as of
October 11, 2000, by and between Hexcel Corporation
and Ciba Specialty Chemicals Holding Inc.
99.1 Press Release, dated October 11, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: October 13, 2000
HEXCEL CORPORATION
/s/ Ira J. Krakower
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Ira J. Krakower
Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
10.1 Agreement, dated October 11, 2000, by and among Hexcel
Corporation, LXH, L.L.C. and LXH II, L.L.C.
10.2 Consent and Termination Agreement, dated as of
October 11, 2000, by and between Hexcel Corporation
and Ciba Specialty Chemicals Holding Inc.
99.1 Press Release, dated October 11, 2000.
