-----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, VULhMGmHugHgW0GewwDB7zM6Gp+hoXCWQC1eM2TmRtipb0Q27g7SYrowHELv0MS4 CIxeHAQOxxqJ/bb40AeGAQ== 0001157523-05-000353.txt : 20050119 0001157523-05-000353.hdr.sgml : 20050119 20050119150721 ACCESSION NUMBER: 0001157523-05-000353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050119 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050119 DATE AS OF CHANGE: 20050119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] 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: 05536093 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 a4803264.txt HEXCEL CORPORATION 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 January 19, 2005 (January 14, 2005) -------------------------------------- Date of report (Date of earliest event reported) Hexcel Corporation ------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-8472 94-1109521 - -------------------------- ----------------------- -------------------- (State of Incorporation) (Commission File No.) (IRS Employer 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 Communication 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 2 - Financial Information Item 2.02 Results of Operation and Financial Condition On January 14, 2005, Hexcel Corporation, a Delaware corporation (the "Company"), issued a press release in which the Company described the accounting treatment for the December 2004 conversion of mandatorily redeemable convertible preferred stock and the associated secondary offering of common stock also completed in December of 2004. A copy of this press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure The information contained in Item 2.02 of this report is incorporated by reference into this Item 7.01. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued by the Company on January 14, 2005. 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. HEXCEL CORPORATION January 19, 2005 /s/ William J. Fazio ------------------------ William J. Fazio Corporate Controller and Chief Accounting Officer Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by the Company on January 14, 2005. EX-99.1 2 a4803264ex991.txt HEXCEL CORPORATION EXHIBIT 99.1 Exhibit 99.1 Hexcel Corporation Describes the Accounting for the December 2004 Conversion of Mandatorily Redeemable Convertible Preferred Stock and Secondary Offering of Common Stock STAMFORD, Conn.--(BUSINESS WIRE)--Jan. 14, 2005--Hexcel Corporation (NYSE/PCX: HXL) today described the financial statement accounting of the secondary offering of 24,149,998 shares of Hexcel's common stock by certain of its stockholders and the related conversion of mandatorily redeemable convertible preferred stock that were completed in December 2004. In the fourth quarter of 2004, the Company will record two non-recurring charges related to these transactions. -- A non-cash charge of $12.9 million related to the conversion of 23,916 shares of series A and 77,875 shares of series B mandatorily redeemable convertible preferred stock into common stock. The charge represents a pro-rata portion of the unamortized beneficial conversion feature, issuance discount and deferred costs remaining from the original issuance of the securities. The charge will be included in "deemed preferred dividends and accretion" in the Company's fourth quarter statement of operations. Deemed preferred dividends and accretion will total $16.0 million in the fourth quarter of 2004, consisting of this charge and the on-going quarterly amortization of deemed preferred dividends and accretion. These charges will not be tax affected. Following the conversion, Hexcel had 53.6 million shares of common stock issued and outstanding as of December 31, 2004. -- Transaction costs of $1.1 million related to the secondary offering included in selling, general and administrative expenses. In addition to these charges, as previously disclosed, the Company will also recognize an expense of $1.6 million in connection with its purchase of $23.0 million principal amount of its senior subordinated notes due 2009. These expenses relate to the premiums paid on repurchase as well as the related write-off of unamortized financing costs and issuance discount. The total of these three non-recurring charges for the fourth quarter is $15.6 million. The conversion of these mandatorily redeemable convertible preferred shares will reduce the amounts of "deemed preferred dividends and accretion" Hexcel recognizes in each subsequent accounting period in its statement of operations from the amounts indicated by the Company in its Form 8-K published on April 4, 2003 following the initial issuance of the securities. The table below summarizes the amounts of "deemed preferred dividends and accretion" the Company will report each year absent further conversions by the holders of these securities, or their mandatory conversion to common stock under the terms of the mandatorily redeemable convertible preferred stock: (In millions) 2005 2006 2007 2008 2009 2010 Deemed preferred dividends and accretion $9.2 $9.5 $9.7 $10.1 $10.4 $0.6 The balance of the mandatorily redeemable convertible preferred stock as of December 31, 2004 was $90.5 million and reflects the aforementioned conversion of mandatorily redeemable convertible preferred stock and quarterly deemed dividends and accretion. Absent further conversions to common stock under their terms, the balance sheet carrying value of the mandatorily redeemable convertible preferred stock as of December 31 of each year will be: (In millions) 2005 2006 2007 2008 2009 2010 Mandatorily redeemable convertable preferred stock $99.7 $109.2 $118.9 $129.0 $139.4 $140.0 The mandatorily redeemable convertible preferred stock will automatically convert under their terms into common stock on or after March 20, 2006 if the price of Hexcel common stock is at or above $9 per share for the previous consecutive sixty trading days. The holders can also require conversion of some or all of the securities to common stock at their election. Upon such conversion, Hexcel will record a further non-cash charge(s) to reflect any pro-rata unamortized accretion related to the securities. Under their terms, if the securities are still outstanding, they are mandatorily redeemable by the Company on January 22, 2010. 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. CONTACT: Hexcel Corporation Financial: Stephen C. Forsyth, 203-969-0666, ext. 425 stephen.forsyth@hexcel.com or Media: Michael W. Bacal, 203-969-0666, ext. 426 michael.bacal@hexcel.com -----END PRIVACY-ENHANCED MESSAGE-----