8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 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 6, 2006

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-13581	38-3139487
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

28213 Van Dyke Avenue Warren, Michigan	48093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (586) 751-5600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On November 30, 2006, the Company, through its subsidiary Noble Metal Processing Asia Limited (“NMP Asia”), entered into an Equity Joint Venture Contract (the “Agreement”) with WISCO Jiangbei Steel Processing and Logistics Co., Ltd. (“Wisco”), a wholly owned subsidiary of Wuhan Iron and Steel Group Company, for the establishment of a Chinese joint venture company (the “Joint Venture”) to manufacture and sell laser welded blank products within the People’s Republic of China (the “PRC”). Each of NMP Asia and Wisco agreed to contribute $1,250,000 in cash to the Joint Venture, which will operate under the name WISCO Noble Laser Welding Technology Co., Ltd. The parties expect to obtain additional financing for the Joint Venture from financial institutions in the PRC.

Each of NMP Asia and Wisco will own 50% of the Joint Venture and select 2 of the 4 members of the Joint Venture’s Board of Directors. The Agreement contains procedures for either party to purchase the equity interests of the other party in the event of any voting deadlock or dispute. The Company will contribute operating management and technical expertise to the Joint Venture as well as training to the Joint Venture associates. The Agreement also contains provisions limiting each party’s ability to compete with the Joint Venture in the sale of the Joint Venture Products within the PRC.

Under the terms of the Agreement, the Joint Venture would enter into a license agreement with NMP Asia (or its affiliates) wherein NMP Asia (or its affiliate) would provide certain technology and know-how to the Joint Venture in return for royalty payments from the sale of the Joint Venture’s products. The Joint Venture would also enter into a steel supply agreement with Wisco (or one of its affiliates) providing for the supply of the steel necessary for the manufacture of the Joint Venture’s products.

The parties are in the process of seeking approval for the Joint Venture by local governmental authorities, which approval is required before the Joint Venture may commence operations. Production is expected to begin in the second half of 2007.

A copy of the Company’s press release dated December 4, 2006 announcing the Joint Venture is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers

On December 4, 2006, the Company announced the appointment of Thomas D. Talboys, age 51, as Vice President of Business Development of the Company, and Larry W. Garretson, age 58, as Vice President of Operations of the Company, effective December 1, 2006.

Mr. Talboys previously served as President of Pullman Industries, Inc. (“Pullman”), which the Company acquired on October 12, 2006 pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) more particularly described in the Company’s Current Report on Form 8-K filed on October 17, 2006 (the “Pullman Acquisition”). Mr. Talboys joined Pullman in 1998, serving as a vice president until his appointment as President of Pullman in May, 2004. Mr. Talboys was party to the Stock Purchase Agreement as a selling shareholder of Pullman, owning less than 3%.

Mr. Garretson has served as Pullman’s Chief Operating Officer/Vice President since 2002. Before joining Pullman in 2002, he held various executive positions at LDM Technologies and Rockwell International in Europe and North America. Mr. Garretson was also a selling shareholder in the Pullman Acquisition, owning less than 3%.

A copy of the Company’s press release dated December 4, 2006 announcing the appointments is included as Exhibit 99.2 to this Current Report on Form 8-K.

The description of the Pullman Acquisition for purposes of disclosing the interests of Mr. Talboys and Mr. Garretson in the Pullman Acquisition does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is incorporated by reference into this Item 5.02 for such purposes.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits

99.1 Press Release dated December 4, 2006 announcing the signing of a Joint Venture Contract with a subsidiary of Wuhan Iron and Steel Group Company.

99.2 Press Release dated December 4, 2006 announcing the appointments of Thomas Talboys and Larry Garretson as executives of the Company.

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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 Delaware corporation
	(registrant)
December 6, 2006	By:	/s/ Andrew J. Tavi
		Andrew J. Tavi
		Vice President and General Counsel

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EXHIBIT INDEX

No.	Description of Exhibit
99.1	Press Release dated December 4, 2006 announcing the signing of a Joint Venture Contact with a subsidiary of Wuhan Iron and Steel Group Company.
99.2	Press Release dated December 4, 2006 announcing the appointments of Thomas Talboys and Larry Garretson as executives of the Company

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EX-99.1

Exhibit 99.1

Noble Enters Joint Venture with Wuhan Iron & Steel Group

WARREN, MI – DECEMBER 4, 2006 – Noble International, Ltd. (NASDAQ: NOBL) (“Noble” or the “Company”) announced the signing of a long-term joint venture agreement with a wholly-owned subsidiary of Wuhan Iron and Steel Company (“WISCO”) to enter the Chinese automotive market for laser-welded blanks. The 50%/50% joint venture will operate under the name WISCO Noble Laser Welding Technology Co., Ltd. (“WISCO/Noble”). WISCO is the third-largest steel producer in China. The WISCO/Noble joint venture is expected to receive final approval from the Chinese government in the first quarter of 2007.

WISCO/Noble is expected to begin laser-welded blank production during the second half of 2007. The joint venture partners have already held several discussions with Chinese automakers regarding laser-welded blank production.

Under the terms of the joint venture agreement, Noble and WISCO will each invest up to $1.25 million in cash. Additional investments will be dictated by commercial requirements. The joint venture expects to obtain funding from financial institutions in China as needed. Noble will contribute operating management to the joint venture and provide training. WISCO/Noble intends to enter into steel supply and technology agreements with WISCO and Noble, respectively.

Noble’s President, Steven A. Prue, commented, “We are pleased to announce our entry into the Chinese automotive market and our partnership with WISCO. WISCO is an important business partner for Noble and has demonstrated its commitment to the Chinese automotive market by recently opening a state-of-the-art, cold-rolled steel production facility. The announcement of our joint venture with WISCO marks Noble’s latest step in its transformation into a full-service, global auto body solutions provider.”

Thomas L. Saeli, Noble’s Chief Executive Officer, stated, “We believe we are entering the Chinese market at the right time and with a strong partner. Our long-term joint venture agreement allows us to drive growth in the world’s fastest-growing automotive market as more automakers establish or expand production there. We look forward to working with WISCO and expanding our relationship as we grow together.”

SAFE HARBOR STATEMENT

Noble International, Ltd. is a leading supplier of automotive parts, component assemblies and value-added services to the automotive industry. As an automotive supplier, Noble provides design, engineering, manufacturing, complete program management and other services to the automotive market. Noble delivers integrated component solutions, technological leadership and product innovation to original equipment manufacturers (OEMs) and Tier I automotive parts suppliers thereby helping its customers increase their productivity while controlling costs.

Certain statements made by Noble International, Ltd. in this presentation and other periodic oral and written statements, including filings with the Securities and Exchange Commission, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management’s assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all of the risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward looking statements. For more information see www.nobleintl.com.

For more information contact:

Greg L. Salchow

Noble International, Ltd.

(586) 751-5600

EX-99.2

Exhibit 99.2

NOBLE ADDS PULLMAN EXECUTIVES TO MANAGEMENT TEAM

WARREN, MI - (DECEMBER 4, 2006) - Noble International, Ltd., (NASDAQ: NOBL) (“Noble” or the “Company“) announced the appointment of Thomas D. Talboys and Larry W. Garretson as Vice Presidents of the Company, effective December 1, 2006. Both executives join Noble following the Company’s acquisition of Pullman Industries, Inc., earlier this year.

Mr. Talboys has been appointed Vice President of Business Development. In this role, he is responsible for leading the integration of Pullman into Noble. He will also lead the operation of Noble’s business development activities, including joint ventures and strategic partnerships. Mr. Talboys has extensive industry experience, including serving as Pullman’s President and as a senior executive of Electro-Wire.

Mr. Garretson has been named Noble’s Vice President of Operations. In this role, he will oversee production of laser-welded blanks and roll-formed products in North America and Australia. Noble’s Continuous Improvement, Manufacturing Engineering and Corporate Quality departments will also report to Mr. Garretson. Prior to the acquisition, Mr. Garretson served as Pullman’s Chief Operating Officer. Before joining Pullman, he held various executive positions at LDM Technologies and Rockwell International in Europe and North America.

Noble’s Chief Executive Officer, Thomas L. Saeli, stated, “We believe that adding to our senior management team is the appropriate move for Noble due to our recent acquisition of Pullman and plans for future growth. By appointing Larry and Tom to these leadership roles, we are tapping their extensive skills and experience to help guide Noble into a promising future. We welcome them into important positions on our team and look forward to their contributions in driving Noble’s continuing growth.”

SAFE HARBOR STATEMENT

Certain statements made by Noble International, Ltd. in this and other periodic oral and written statements, including filings with the Securities and Exchange Commission, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management’s assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all, of the

risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward-looking statements. For more information see www.nobleintl.com.

For more information contact:

Greg Salchow

Noble International, Ltd.

(586) 751-5600