UNITED STATES
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) June 9, 2011 (June 3, 2011)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
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| Delaware
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0-22462
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16-1445150 |
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York
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14219-0228 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (716) 826-6500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
The Acquisition of Pacific Award Metals, Inc.
On June 3, 2011, Southeastern Metals Manufacturing Company, Inc. (“Southeastern Metals”), a
Florida corporation and wholly-owned subsidiary of Gibraltar
Industries, Inc. (the “Company”),
entered into a Stock Purchase Agreement (the “Agreement”) with the stockholders of Pacific Award
Metals, Inc., a California corporation (“Pacific”). Under
the Agreement, Southeastern Metals
purchased all of the issued and outstanding shares of capital stock of Pacific. Among other things,
Pacific engages in the manufacture and sale of products for use in
the new construction and repair and remodel segments of the building
products market. Under the terms of the Agreement, the total
consideration payable by the Company is approximately $15,399,000 in cash, net of a working capital
adjustment provided for in the Agreement. There is no material relationship, other
than in respect of the transaction, between the parties. Closing of the Agreement was consented to
by the lenders named in the Company’s Third Amended and Restated
Credit Agreement, as amended (the “Consent”).
The foregoing description of the Agreement and the Consent are
qualified in their entirety by
reference to the terms, provisions and covenants of the Agreement and the Consent, copies of which
are filed as Exhibit 10.1 and 10.2 to this report on Form 8-K.
The Agreement and the Consent have been filed to provide investors and security holders with
information regarding the terms, provisions, conditions, and
covenants of those documents and are
not intended to provide any other factual information respecting the Company or its subsidiaries.
In particular these, documents contain representations and warranties made to and solely for the
benefit of the parties thereto, allocating among themselves various risks of the transactions. The
assertions embodied in those representations and warranties may be qualified or modified by
information in disclosure schedules that the parties have exchanged in connection with signing
these documents. Moreover, information concerning the subject matter of the representations and
warranties may change after the dates of these documents, which subsequent information may or may
not be fully reflected in our public disclosures. Accordingly, investors and security holders
should not rely on the representations and warranties in these
documents as characterizations of the actual
state of any fact or facts.
On June 6, 2011, the Company issued a press release announcing the execution of the Agreement and
completion of the purchase of Pacific. A copy of that press release is furnished as Exhibit 99.1
hereto and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits |
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits:
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10.1 —
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Stock Purchase Agreement By and
Between Southeastern Metals
Manufacturing Company, Inc. and the stockholders of Pacific
Award Metals, Inc. dated June 3, 2011 |
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10.2 —
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Consent by KeyBank National Association and the other lenders
named in the Third Amended and Restated Credit Agreement, as amended |
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99.1 —
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Press Release dated June 6, 2011 |