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) August 29, 2013 (August 29, 2013)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22462 | 16-1445150 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (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 (see General Instruction A.2. below):
| ¨ | Written communications 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)). |
Item 8.01 Other Events.
The Registrant issued the press release furnished as Exhibit 99.1 to this report on Form 8-K on August 29, 2013.
The Press Release attached as Exhibit 99.1 announced the expiration on August 29, 2013 of the Registrant’s previously announced exchange offer for the Registrant’s outstanding 6.25% Senior Subordinated Notes due 2021 to exchange such notes for a like principal amount of its 6.25% Senior Subordinated Notes, due 2021, which have been registered under the Securities Act of 1933, as amended.
Exhibits 99.1 is hereby incorporated by reference in this Item 8.01.
This information is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Current Report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report.
ITEM 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired – None |
| (b) | Pro Forma Financial Information – None |
| (c) | Exhibits |
99.1 – Press Release dated August 29, 2013
SIGNATURES
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.
Dated: August 29, 2013
| GIBRALTAR INDUSTRIES, INC. |
| /s/ Timothy F. Murphy |
| Name: Timothy F. Murphy |
| Title: Vice President, Treasurer and Secretary |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 29, 2013 | |
Exhibit 99.1
Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com
Gibraltar Industries Announces Completion of Exchange Offer for Unregistered 6.25% Senior Subordinated Notes Due 2021
BUFFALO, N.Y. — Gibraltar Industries, Inc. (NASDAQ: ROCK) announced today that it has successfully completed its offer to the holders of $210 million aggregate principal amount of its outstanding 6.25% Senior Subordinated Notes due 2021 (“Senior Subordinated Notes”) to exchange such notes for a like principal amount of its 6.25% Senior Subordinated Notes, due 2021, which have been registered under the Securities Act of 1933, as amended. The exchange offer was completed at 12:00 a.m., New York City time, on August 29, 2013. Gibraltar stated that it had been informed by the exchange agent that 99.86% of the $210 million in aggregate principal amount of the unregistered Senior Subordinated Notes had been tendered in the exchange offer.
A registration statement describing the exchange offer was filed with the United States Securities and Exchange Commission. This news release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation, or sale in any jurisdiction in which it would be unlawful.
About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products, focused on residential and nonresidential repair and remodeling, as well as construction of industrial facilities and public infrastructure. The Company generates more than 80% of its sales from products that hold leading positions in their markets, and serves customers across the U.S. and throughout the world. Gibraltar’s strategy is to grow organically by expanding its product portfolio and penetration of existing customer accounts, while broadening its market and geographic coverage through the acquisition of companies with leadership positions in adjacent product categories. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.
Safe Harbor Statement
This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements include, among others, statements regarding the payment of the Total Consideration and Tender Offer Consideration, the elimination of restrictive covenants and certain conditions to legal defeasance or covenant defeasance contained in the indenture governing the Notes and the redemption of any untendered Notes, and are generally identified with words such as “believe,” “could,” “expect,” “intend,” “may,” “plan,” “will” and similar expressions. Such statements reflect management’s current expectations and judgment as of the date of this press release. Risks, uncertainties and assumptions that could affect Gibraltar’s forward-looking statements include, among other things, the completion of the tender offer and the receipt of consents sufficient to approve the proposed amendments to the indenture governing the Notes. In addition, please refer to the risk factors contained in Gibraltar’s SEC filings available at www.sec.gov, including Gibraltar’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Gibraltar undertakes no obligation to update or revise any forward-looking statements for any reason.
3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219-0228, Ph 716.826.6500, Fx 716.826.1589, gibraltar1.com
