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
December 19, 2000
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(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, including zip code)
(203) 969-0666
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On December 19, 2000, affiliates of The Goldman Sachs
Group, Inc. (the "New Investors") completed their previously announced
purchase (the "Purchase") of 14,525,000 shares of common stock of Hexcel
Corporation ("Hexcel") from affiliates of Ciba Specialty Chemicals Holding
Inc. In connection with the Purchase, Hexcel amended and restated its
bylaws, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference. In addition Hexcel has entered into (i) a
Governance Agreement, dated as of December 19, 2000, with the New
Investors,(ii) a Registration Rights Agreement, dated as of December 19,
2000, with the New Investors, and (iii) a Fifth Supplemental Indenture,
dated as of December 19, 2000 between Hexcel and U.S. Bank Trust National
Association, copies of which are attached hereto as Exhibits 10.1, 10.2 and
10.3, respectively, and are incorporated herein by reference.
On December 19, 2000, Hexcel Corporation issued a press
release announcing the completion of the Purchase by the New Investors, a
copy of which is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
3.1 Amended and Restated Bylaws of Hexcel
Corporation.
10.1 Governance Agreement, dated as of December
19, 2000, among LXH, L.L.C., LXH II, L.L.C.,
Hexcel Corporation and the other parties
listed on the signature pages thereto.
10.2 Registration Rights Agreement, dated as of
December 19, 2000, between Hexcel
Corporation, LXH, L.L.C. and LXH II, L.L.C.
10.3 Fifth Supplemental Indenture, dated as of
December 19, 2000, between Hexcel Corporation
and U.S. Bank Trust National Association.
99.1 Press Release, dated December 19, 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: December 22, 2000
HEXCEL CORPORATION
By:/s/ Ira J. Krakower
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Name: Ira J. Krakower
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Bylaws of Hexcel Corporation.
10.1 Governance Agreement, dated as of December 19,
2000, among LXH, L.L.C., LXH II, L.L.C., Hexcel
Corporation and the other parties listed on the
signature pages thereto.
10.2 Registration Rights Agreement, dated as of
December 19, 2000, between Hexcel Corporation,
LXH, L.L.C. and L.X.H. II, L.L.C.
10.3 Fifth Supplemental Indenture, dated as of December
19, 2000, between Hexcel Corporation and U.S. Bank
Trust National Association.
99.1 Press Release, dated December 19, 2000.
