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 (Date of earliest event reported): September 10, 2009
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-14315
(Commission File Number)
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76-0127701
(IRS Employer
Identification No.) |
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10943 North Sam Houston Parkway West
Houston, Texas
(Address of principal executive offices)
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77064
(Zip Code) |
Registrant’s telephone number, including area code: (281) 897-7788
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):
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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
NCI
Building Systems, Inc. (the “Company”) expects to commence
today an offer (the “Exchange Offer”) by the Company to acquire all of the
Company’s existing 2.125% convertible notes due 2024 in exchange for a combination of cash and
shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The
Exchange Offer is subject to a number of conditions, including the tender of at least 95% of the
aggregate principal amount of such convertible notes.
The Exchange Offer is one of a series of transactions contemplated by the Company’s proposed
financial restructuring to address an immediate need for liquidity in light of a potentially
imminent default under, and acceleration of, its senior secured credit facility, which may occur as
early as November 6, 2009 (which may, in turn, also potentially lead to a default under, and
acceleration of, the Company’s other indebtedness, including the outstanding $180.0 million in
principal amount of the convertible notes), and the high likelihood that the Company will be
required to repurchase the convertible notes on November 15, 2009, the first scheduled mandatory
repurchase date under the indenture governing the convertible notes. A description of the proposed
financial restructuring is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
The consolidated financial statements of the Company for the fiscal year ended November 2,
2008 are attached as Exhibit 99.1 hereto and are incorporated herein by reference.
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Important Information About the Exchange Offer and this Communication
This
current report and its contents are communication is not an offer to sell or purchase or an offer to exchange or a
solicitation of acceptance of an offer to sell or purchase or offer to exchange. Any such offer or
solicitation shall be made solely by means of a prospectus, related letter of transmittal and other
offer documents, as described below.
In connection with the commencement of the Exchange Offer by the Company to acquire all of the
Company’s outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the “convertible
notes”), issued under that indenture, dated as of November 16, 2004, between the Company and The
Bank of New York, as trustee, in exchange for cash and shares of Company common stock, the Company
will file today with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (which will include a preliminary prospectus), a tender offer statement on
Schedule TO and related documents and materials. Investors and security holders are strongly urged
to carefully review the registration statement, the preliminary prospectus, the tender offer
statement and the other related documents and materials filed with the SEC, including the final
prospectus described below, when available, as well as any amendments and supplements thereto, when
available, because they will contain important information about the Company, the proposed exchange
offer and related transactions and are the sole means by which any offer to exchange or sell, or
any solicitation of any such offers, will be made.
The registration statement will contain a preliminary prospectus and related transmittal
materials that will be mailed today to holders of the convertible notes. Investors and security
holders may obtain a free copy of the registration statement, preliminary prospectus and
transmittal materials, as well as other documents filed by the Company with the SEC, at the SEC’s
web site, www.sec.gov. Prior to the completion of the exchange offer, the registration statement
must become effective under the securities laws, and after effectiveness, the Company will file
with the SEC the final prospectus. Investors and security holders are strongly urged to carefully
review the final prospectus when it is available. Free copies of NCI’s filings with the SEC may
also be obtained from the Company’s Investor Relations Department at P.O. Box 692055, Houston,
Texas 77269-2055 or by phone at (281) 897-7788.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities
Act. These statements and other statements identified by words such as “guidance,” “potential,”
“expect,” “should” and similar expressions are forward looking statements within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks and uncertainties that may
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cause the Company’s actual performance to differ materially from that projected in such statements.
Among the factors that could cause actual results to differ materially are: the occurrence of any
event, change or other circumstance that could give rise to the termination of the investment
agreement with Clayton, Dubilier & Rice Fund VIII, L.P.; the inability to complete the transactions
contemplated by the investment agreement due to failure to satisfy conditions to such transactions
(including with respect to the refinancing of the senior credit facility and the convertible
notes); the failure of the transactions discussed herein to close for any reason; the outcome of
any legal proceedings that may be instituted against the Company and others following the
announcement of the investment agreement, the transactions contemplated thereby, including the
convertible notes exchange offer; risks that the proposed transactions disrupt current plans and
operations and the potential difficulties in employee retention; industry cyclicality and
seasonality and adverse weather conditions; ability to service the Company’s debt; fluctuations in
customer demand and other patterns; raw material pricing and supply; competitive activity and
pricing pressure; general economic conditions affecting the construction industry; the current
financial crisis and U.S. recession; changes in laws or regulations; the volatility of the
Company’s stock price; the potential dilution associated with the convertible notes exchange offer;
the Company’s ability to comply with the financial tests and covenants in its existing and future
debt obligations; the significant demands on the Company’s liquidity while current economic and
credit conditions are severely affecting its operations; and the uncertainty surrounding the
transactions described herein, including the Company’s ability to retain employees, customers and
vendors. Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year
ended November 2, 2008, identifies other important factors, though not necessarily all such
factors, that could cause future outcomes to differ materially from those set forth in the
forward-looking statements. The Company expressly disclaims any obligation to release publicly any
updates or revisions to these forward-looking statements to reflect any changes in its
expectations.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibit |
23.1
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Consent of Independent Registered Public Accounting Firm |
99.1
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Consolidated Financial Statements and Related Schedule of NCI
Building Systems, Inc. for the Fiscal Year Ended November 2, 2008 |
99.2
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Supplemental Information related to the Restructuring |
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