8-K

SECURITIES AND EXCHANGE COMMISSION

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): November 30, 2007

LIBBEY INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) 1-12084
(Commission File Number) 34-1559357
(IRS Employer identification No.)

300 Madison Avenue
Toledo, Ohio
(Address of principal executive offices) 43604
(Zip Code)

Registrant’s telephone number, including area code: (419) 325-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 8.01. Other Events

Background

On the date hereof, Libbey Inc. (the Company) filed a registration statement on Form S-3 with the SEC relating to the resale from time to time of up to 485,309 shares of the Company’s common stock by a selling stockholder named in the registration statement. The Company will issue the common stock upon the selling stockholder’s exercise of a warrant to purchase common stock of the Company, which the Company originally issued to the selling stockholder on June 16, 2006. The Company is filing the registration statement pursuant to a registration rights agreement, dated June 16, 2006, between the Company and the selling stockholder.

Pursuant to the requirements of the registration statement, the Company is filing this Current Report on Form 8-K for the purpose of providing unaudited pro forma consolidated and combined statements of operations for the year ended December 31, 2006 relating to the Company’s June 16, 2006 acquisition of Vitrocrisa Holding, S. de R.L. de C.V. (Crisa).

Exhibit 99.1 included in this Form 8-K is incorporated by reference into Item 8.01.

Item 9.01. Exhibits

(d) Exhibits.

99.1  Unaudited pro forma consolidated and combined statements of operations for the year ended December 31, 2006.

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SIGNATURES

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 here unto duly authorized.

	LIBBEY INC. Registrant
Date: November 30, 2007	By:	/s/ Gregory T. Geswein
		Gregory T. Geswein
		Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Document
99.1*	—	Unaudited pro forma consolidated and combined financial data for the fiscal year ended December 31, 2006.

* Filed herewith

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED AND
COMBINED FINANCIAL DATA

     The following unaudited pro forma consolidated and combined financial information is based on our audited and unaudited consolidated and combined financial statements, adjusted to illustrate the pro forma effect of the June 21, 2006 refinancing and Crisa acquisition (“Transactions”).

     An unaudited pro forma consolidated and combined balance sheet is not provided, because the audited December 31, 2006 Libbey Inc. Consolidated Balance Sheet reflects the effect of the Transactions as they occurred on June 16, 2006. The audited December 31, 2006 Libbey Inc. Consolidated Balance Sheet is included in a previous filing with the United States Securities and Exchange Commission (the “SEC”). The unaudited pro forma consolidated and combined statements of operations for the year ended December 31, 2006 give effect to the Transactions as if they had occurred on January 1, 2006.

     The unaudited pro forma consolidated and combined financial information is for informational purposes only and is not intended to represent the consolidated and combined results of operations that we would have reported had the Transactions been completed as of the date presented, and should not be taken as indicative of our future consolidated results of operations.

Unaudited Pro Forma Consolidated and Combined Statements of Operations
(Dollars in thousands)

Year Ended	Libbey			Crisa		Acquisition			Refinancing			Pro Forma as
December 31, 2006	Historical(a)			Historical(b)		Adjustments(c)			Adjustments(d)			Adjusted
Net sales	$	689,480		$	87,520	$	(14,755	)	$	—		$	762,245
Freight billed to customers		2,921			—		—			—			2,921
Total revenue		692,401			87,520		(14,755	)		—			765,166
Cost of sales		569,237			71,204		(21,889	)		—			618,552
Gross profit		123,164			16,316		7,134			—			146,614
Selling, general and administrative expenses		87,566			10,993		(1,097	)		—			97,462
Special charges		16,334			—		—			—			16,334
Income from operations		19,264			5,323		8,231			—			32,818
Equity earnings — pretax		1,986			—		(1,986	)		—			—
Other (expense) income		(3,236	)		3,380		(710	)		—			(566	)
Earnings before interest, income taxes and minority interest		18,014			8,703		5,535			—			32,252
Interest expense(e)		46,594			4,648		(310	)		17,544			68,476
(Loss) income before income taxes and minority interest		(28,580	)		4,055		5,845			(17,544	)		(36,224	)
(Credit) provision for income taxes		(7,747	)		1,006		1,819			(6,239	)		(11,161	)
Minority interest		(66	)		—		—			—			(66	)
Net (loss) income	$	(20,899	)	$	3,049	$	4,026		$	(11,305	)	$	(25,129	)

Notes to Unaudited Pro Forma Consolidated and Combined Statements of Operations
(Dollars in thousands)

(a)	Libbey Historical amounts are derived from the audited consolidated statement of operations for the year ended December 31, 2006, which includes the results at Crisa from June 16, 2006 (date of the acquisition) through December 31, 2006.
(b)	Crisa Historical amounts are derived from the Crisa unaudited condensed combined statement of operations for the five and one-half months ended June 15, 2006.
(c)	Reflects the following pro forma Transactions and related step acquisition accounting adjustments:

	Five and One-Half
	Months Ended
	June 15,
	2006
Sales from Crisa to Libbey(i)	$	(14,029	)
Taller(ii)		(726	)
Total Revenue	$	(14,755	)
Cost of sales:
Pension(iii)	$	(3,842	)
Rent expense(iv)		(439	)
Libbey technical assistance(v)		(550	)
Taller(ii)		(499	)
Depreciation(vi)		(973	)
Sales from Crisa to Libbey(i)		(15,586	)
Cost of sales	$	(21,889	)
Selling, general and administrative expenses:
General manager(vii)	$	(229	)
Vitro management fee charges(viii)		(1,193	)
Taller(ii)		(148	)
Amortization of purchased intangibles(ix)		473
Selling, general and administrative expenses	$	(1,097	)
Elimination of Crisa earnings accounted for under equity method of accounting(x)	$	(1,986	)
Other income:
Libbey technical assistance(v)	$	(551	)
Other		(159	)
Total other income	$	(710	)
Interest expense:
Loan guarantee fees(xi)	$	(310	)
Income tax on the pro forma adjustments(xii)	$	1,819

(i)	Elimination of Crisa sales to Libbey. These sales were covered under a distribution agreement whereby Libbey had the sole distribution rights on sales into the U.S. and Canada. The related profits on these sales were split between Libbey and Vitro. The difference between sales value and cost represents the profit sharing payment to Vitro that was retained by Libbey as a result of the acquisition.
(ii)	The Taller de Colección business line was specifically excluded from the acquisition.
(iii)	As part of the acquisition, Vitro retained all liabilities for retired employees included in the Crisa unfunded pension plans.
(iv)	As part of the acquisition, Vitro transferred certain land and warehouse equipment to Crisa that was leased by Crisa. The additional depreciation expense related to the warehouse equipment is included in the depreciation adjustment (see (vi) below).
(v)	Elimination of technical assistance fees charged to Crisa by Libbey.
(vi)	The depreciation adjustment is for step acquisition accounting and the estimated fair value adjustment of fixed assets. Due to the planned production capacity realignment, fixed assets were written down to fair value.
(vii)	Reflects contractual reduction in the compensation of the Crisa General Manager upon completion of the transition service agreement period.

(viii)	The 1.5% management fee levied against Crisa revenue by Vitro was eliminated as a result of the termination of certain contracts resulting from the acquisition. Vitro no longer has an equity interest in Crisa as a result of the acquisition and only provides certain transition services.
(ix)	Amortization of intangibles related to patents, customer relationships and non-compete agreements acquired as a result of the acquisition. Trademarks and tradenames are indefinite lived intangible assets and not subject to amortization.
(x)	Elimination of Libbey’s 49% equity earnings in Crisa. As a result of the acquisition, Libbey owns 100% of Crisa and no longer records earnings in Crisa under the equity method.
(xi)	Reflects the elimination of fees charged by Vitro to guarantee a portion of the Crisa debt as a result of the acquisition.
(xii)	Pro forma adjustments applicable to Libbey are tax effected using Libbey’s weighted average statutory tax rate of 35.6%. Crisa pro forma adjustments are tax effected using the Mexican statutory tax rate of 29% for 2006.

(d) Reflects the pro forma net change to interest expense (and related tax on the interest expense adjustment) as a result of the Transactions:

	Five and One-Half
	Months Ended
	June 15, 2006
New interest expense:
Senior secured notes(i)	$	17,426
Private placement notes(ii)		7,779
Senior secured credit facility(iii)		1,420
Commitment fee on unused amount(iv)		112
Fees on outstanding letters of credit(v)		68
Amortization of capitalized financing costs and original issuance discount on private placement notes(vi)		2,259
Total pro forma interest expense on new borrowings		29,064
Less: historical interest expense on borrowings repaid in conjunction with the Transactions and related amortization of deferred financing fees:
Libbey		6,765
Crisa		4,755
Adjustment to interest expense	$	17,544

(i) Represents interest on the senior secured notes. Interest on the senior secured notes is calculated as follows:

	Five and One-Half
	Months Ended
	June 15, 2006
Estimated outstanding balance	$	306,000
Assumed interest rate — 6 month LIBOR plus 700 basis points		12.38	%
Portion of year not outstanding		46	%
Calculated interest	$	17,426

For each 0.25% change in the interest rate on the senior secured notes, our interest expense would change by $765 per annum.

(ii) Represents interest on the private placement notes. Interest on the private placement notes is calculated as follows:

	Five and One-Half
	Months Ended
	June 15, 2006
Estimated outstanding balance	$	102,000
Assumed interest rate		16.0	%
Portion of year not outstanding		46	%
Calculated interest	$	7,779

Interest is paid-in-kind for the first three years of the term of the private placement notes. Interest accrues at the rate of 16% per annum and compounds semi-annually. For each 0.25% change in the interest rate on the private placement notes, our interest expense would change by $255 per annum.

(iii) Represents interest on our senior secured credit facility. Interest on our senior secured credit facility is calculated as follows:

	Five and One-Half
	Months Ended
	June 15, 2006
Estimated outstanding balance	$	44,100
Assumed interest rate — 3 month LIBOR plus 175 basis points		7.0	%
Portion of year not outstanding		46	%
Calculated interest	$	1,420

(iv) Represents commitment fee charges on the unused portion of our senior secured credit facility. Interest on our senior secured credit facility is calculated as follows:

	Five and One-Half
	Months Ended
	June 15, 2006
Estimated average unused portion of senior secured credit facility	$	97,500
Commitment fees		0.25	%
Portion of year not outstanding		46	%
Calculated commitment fees	$	112

(v) Represents fees on outstanding letters of credit. Fees on outstanding letters of credit are calculated as follows:

	Five and One-Half
	Months Ended
	June 15, 2006
Outstanding letters of credit	$	8,400
Fees on letters of credit (175 basis points)		1.75	%
Portion of year not outstanding		46	%
Calculated letters of credit fees	$	68

(vi) Reflects amortization of capitalized financing costs over the term of the new financing arrangements and amortization of original issue discount on the senior secured notes and the private placement notes. Amortization of the capitalized financing costs and original issue discount is calculated as follows:

	Capitalized		Period of	Annual
	Costs		Amortization	Amortization
Senior secured notes offered hereby	$	9,748	5 years	$	1,950
Private placement notes		2,943	5.5 years		535
Senior secured credit facility		2,976	4.5 years		661
Total capitalized financing costs	$	15,667		$	3,146
Original issue discount on the senior secured notes offered hereby	$	6,120	5 years	$	1,224
Original issue discount (including discount attributable to warrant value) on private placement notes	$	3,074	5.5 years		559
				$	4,929
Amortization pro-rated for the period from January 1 to June 15, 2006				$	2,259

(e) Reflects interest income and the elimination of fees charged by Vitro to guarantee a portion of the Crisa debt.

	Year Ended
	December 31, 2006
Total pro forma interest expense on new borrowings	$	29,064
Interest expense on debt not refinanced		144
Libbey interest income		668
Crisa interest income		107
Total interest income		775
Less: guarantee fees(c)(xi)		310
Plus: historical interest expense, net from June 16 to December 31, 2006		40,353
Interest expense — net of interest income	$	68,476