Noble International 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2009
NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Registrants telephone number including area code: (248) 519-0700
(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:
On May 8, 2009, Noble International, Ltd. (the Company) entered into a Purchase Agreement (the Purchase Agreement) with ArcelorMittal S.A (ArcelorMittal). The Purchase Agreement contemplates the sale of the Companys European business, consisting of the shares of Noble European Holdings B.V. (Noble BV), together with the direct and indirect holdings and assets of Noble BV (the Transferred Assets).
The Transferred Assets include all of the direct and indirect wholly-owned subsidiaries of Noble BV, as well as its interest in certain joint ventures in India, China and Silao, Mexico. The Transferred Assets do not include Noble BVs 49% equity interest in Sumisho Noble (Thailand) Co., Ltd. (the Thailand Joint Venture) or the Companys 50% equity interest in WISCO Noble (Wuhan) Laser Welding Technology Co., Ltd.
As consideration for the Transferred Assets, ArcelorMittal will (a) accept the Transferred Assets subject to approximately 80 million in borrowed money at the closing, (b) deliver $2.1 million to the Company by wire transfer or other immediately available funds at the closing and (c) allow the Company to retain any consideration received by Noble BV for the transfer of the Thailand Joint Venture prior to closing.
At the closing, each of the Company and ArcelorMittal will execute and deliver a mutual general release of substantially all of the claims that such party and its affiliates may have against the other party. The Company will not be released with respect to the subordinated debt owed to ArcelorMittal and its affiliate by the Company in the original principal amount of $65 million.
The closing of the transaction contemplated by the Purchase Agreement is subject to the satisfaction of various conditions including bankruptcy court approval. The closing is also subject to the Company not receiving a higher and better bid during the bankruptcy approval process. There can be no assurance that the proposed sale will receive bankruptcy court approval or that the transaction will close.
Based exclusively on the Schedule 13D/A filed by ArcelorMittal with the Securities and Exchange Commission (SEC) on February 13, 2009, ArcelorMittal is the beneficial owner of approximately 58% of the Companys common stock.
As previously reported in the Companys Current Reports on Form 8-K filed April 8, 2009, April 21, 2009 and April 29, 2009, the Company has received Nasdaq Staff Determination letters indicating certain violations of Nasdaq Listing Rules and subjecting the Companys common stock to delisting.
As reported in the Companys Current Report on Form 8-K filed April 29, 2009, the Company appealed the Nasdaq Staff Determinations to the Nasdaq Listing Qualifications Panel.
On May 11, 2009, the Company withdrew its appeal of the Nasdaq Staff Determinations. Accordingly, the Nasdaq Stock Market has informed the Company that it will delist
the Companys common stock effective at the open of business on May 13, 2009.
On April 29, 2009, the U.S. Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) approved, subject to certain conditions, the implementation of a key employee incentive plan (the Incentive Plan). The conditions to Bankruptcy Court approval were satisfied as of May 5, 2009, whereupon the Incentive Plan became effective.
Under the Incentive Plan, cash incentive payments may be earned by approximately 691 employees of the Company, including Andrew J. Tavi, the Companys Chief Executive Officer and David Fallon, the Companys Chief Financial Officer, in the event the Company achieves the following payment milestones: (1) the transfer of substantially all of the Companys laser welding business by April 30, 2009 and (2) the sale or transfer of substantially all of the Companys U.S. roll forming business by May 31, 2009. In the event a payment milestone does not occur by the date specified, and the primary reason for such delay was not within the Companys control, each eligible employee will receive the cash payment that would have been due such employee had the payment milestone been achieved. The Companys DIP lenders agreed to such payments as incentives to accomplish the conditions required for the Company to receive its DIP financing.
On May 5, 2009, cash payments resulting from the timely transition of the Companys laser-welded blank business were paid to eligible employees, including $38,461 to Mr. Tavi and $33,654 to Mr. Fallon. In the event that substantially all of the Companys U.S. roll forming business is sold or transferred by May 31, 2009, or it is not sold or resourced for a reason other than the fault of the Company, then Mr. Tavi is to receive approximately $39,000 and Mr. Fallon is to receive approximately $34,000, subject to adjustment depending on the number of remaining eligible participants in the Incentive Plan.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 11, 2009