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: May 31, 2006
(Date of earliest event reported)
LIBBEY INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of Incorporation)
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1-12084
(Commission File Number)
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34-1559357
(IRS Employer Identification No.) |
300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices, including zip code)
(419) 325-2100
(Registrant’s telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 31, 2006, Libbey Mexico, S. de R.L. de C.V., a Mexican Sociedad de Responsabilidad
Limitada de Capital Variable, Libbey Europe B.V., a limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, and
LGA3 Corp., a Delaware corporation (collectively, the “Purchasers”), each of which is an
indirect wholly-owned subsidiary of Libbey Inc., entered into a First Amendment to the
Purchase Agreement (the “Amendment”) with Vitro, S.A. de C.V., a Mexican Sociedad Anónima de
Capital Variable (“Vitro”), Crisa Corporation, a Delaware corporation (together with Vitro,
the “Sellers”), Crisa Libbey S.A. de C.V., a Mexican Sociedad Anónima de Capital Variable
(“Crisa Libbey”), Vitrocrisa Holding, S. de R.L. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable (“VC Holding”), Vitrocrisa S. de R.L. de C.V., a
Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“Vitrocrisa”), Vitrocrisa
Comercial, S. de R.L. de C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital
Variable (“VC Comercial”), and Crisa Industrial, L.L.C., a Delaware limited liability company
(collectively with Crisa Libbey, VC Holding, Vitrocrisa and VC Comercial, “Crisa”). Pursuant
to the Amendment, Purchasers, Sellers and Crisa have agreed to amend the Purchase Agreement,
dated April 2, 2006, to, among other things, extend the outside closing date for the
transactions contemplated by the Purchase Agreement to June 16, 2006. The consummation of
the Crisa acquisition under the Purchase Agreement, as amended, remains subject to
fulfillment of certain conditions, including the obtaining of certain consents and the
Purchasers’ ability to obtain financing that is sufficient to refinance the existing debt of
the Purchasers and Crisa. As a result of the execution of the Amendment, the Purchasers will
be required to pay a breakup fee to the Sellers only if the parties are unable, under certain
circumstances, to consummate the transactions by June 16, 2006.
The above information includes “forward-looking” statements as defined in the Private
Securities Litigation Reform Act of 1995. Such statements only reflect the Company’s best
assessment at this time and are indicated by words or phrases such as “goal,” “expects,”
“believes,” “will,” “estimates,” “anticipates,” or similar phrases. Investors are cautioned
that forward-looking statements involve risks and uncertainty, that actual results may
differ materially from such statements, and that investors should not place undue reliance on
such statements.
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