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
November 30, 2018 (November 28, 2018)
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Date of report (Date of earliest event reported)
Hexcel Corporation
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(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
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(Address of Principal Executive Offices and Zip Code)
(203) 969-0666
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(Registrant's telephone number, including area code)
N/A
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(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 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.□
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On November 30, 2018, Hexcel Corporation (“Hexcel”) issued a press release announcing that it entered into the agreement described in Item 8.01 below. The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated by reference herein.
The information furnished pursuant to Item 7.01 of this report, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by Hexcel under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless Hexcel expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Section 8 – Other Events
Item 8.01 Other Events
On November 28, 2018, Hexcel entered into a definitive agreement to acquire ARC Technologies, Inc. for a base purchase price of $160 million. The closing of the transaction is subject to customary closing conditions, including regulatory approvals.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued by Hexcel Corporation on November 30, 2018. |
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 | ||
| November 30, 2018 | ||
| /s/ Gail E. Lehman | ||
| Gail E. Lehman | ||
| Executive Vice President, General Counsel & Secretary | ||