-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cm700eHnSXLYkyh6biOz6HnhpJXZLP+qrb//ZYpIooOEYH297ZjVe85BdHY731Ja 0EgB54wCuIuS4DDD44/3Zg== 0000950172-05-002715.txt : 20050817 0000950172-05-002715.hdr.sgml : 20050817 20050817163041 ACCESSION NUMBER: 0000950172-05-002715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050817 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08472 FILM NUMBER: 051033685 BUSINESS ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-969-0666 MAIL ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 8-K 1 nyc524951.txt FORM 8-K UNITED STATES 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) August 17, 2005 (August 17, 2005) Hexcel Corporation (Exact name of registrant as specified in its charter) Delaware 1-8472 94-1109521 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 (Address of principal executive offices and Zip Code) (203) 969-0666 (Registrant's telephone number, including area code) N/A (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 (see General Instruction A.2. below): [ ] 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)) Section 8 -- Other Events Item 8.01 Other Events On August 17, 2005, certain stockholders of Hexcel sold 2,115,765 shares of Hexcel common stock as a result of the exercise by the underwriters of an option to purchase additional shares granted in connection with a previously announced and completed secondary offering. A copy of the press release announcing the closing of this transaction is filed as Exhibit 99.1 and is incorporated herein by reference. Section 9 -- Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated August 17, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEXCEL CORPORATION (Registrant) /s/ Stephen C. Forsyth --------------------------------- Name: Stephen C. Forsyth Title: Executive Vice President and Chief Financial Officer Date: August 17, 2005 EXHIBIT INDEX Exhibit Number Exhibit 99.1 Press release dated August 17, 2005. EX-99 2 hexpress.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [HEXCEL GRAPHIC OMITTED] =============================================================================== News Release - ------------------------------------------------------------------------------- Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666 - ------------------------------------------------------------------------------- Contacts Financial: Stephen C. Forsyth 203-969-0666 ext. 425 stephen.forsyth@hexcel.com Media: Michael W. Bacal 203-969-0666 ext. 426 michael.bacal@hexcel.com Hexcel Corporation Announces Exercise of 2,115,765 Shares of Underwriters' Option to Purchase Additional Shares and Closing of Sale of Shares by Certain of Its Stockholders STAMFORD, Conn.-- August 17, 2004-- Hexcel Corporation (NYSE/PCX: HXL) today announced the exercise of 2,115,765 shares of the underwriters' option to purchase additional shares and the closing of the sale of such shares of Hexcel's common stock by certain of its stockholders. The option to purchase additional shares was granted in connection with a previously announced and completed secondary offering of 14,500,000 shares of common stock by affiliates of The Goldman Sachs Group, Inc., and Berkshire Partners LLC and Greenbriar Equity Group LLC. The option to purchase additional shares was exercised on August 15, 2005 and the closing occurred today, August 17, 2005. All of the shares were sold by affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC, which, after the closing today, together own approximately 10.1% of Hexcel's total voting power. The joint book-running managers for the offering were Goldman, Sachs & Co. and Credit Suisse First Boston LLC. Deutsche Bank Securities Inc. was lead manager and Bear, Stearns & Co. Inc., Jefferies Quarterdeck, a division of Jefferies & Company, Inc., Ryan Beck & Co., Inc. and Wedbush Morgan Securities Inc. were co-managers in the offering. This news release is neither an offer to sell nor the solicitation of an offer to buy the common stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful. Any offers of the common stock will be made only by means of a prospectus, copies of which may be obtained by contacting Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 (Tel: 212-902-1000) or Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, NY 10010 (Tel: 212-325-2580). * * * Hexcel Corporation is a leading advanced structural materials company. It develops, manufactures and markets lightweight, high-performance reinforcement products, composite materials and composite structures for use in commercial aerospace, space and defense, electronics, and industrial applications. -----END PRIVACY-ENHANCED MESSAGE-----