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) March 15, 2011 (March 10, 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
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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 Definite Agreement |
The Disposition of USP and Renown
On March 10, 2011, Gibraltar Steel Corporation of New York (“Seller’), a New York corporation and a
wholly-owned subsidiary of Gibraltar Industries, Inc., a Delaware corporation (the “Company”)
entered into a Stock Purchase Agreement (the “USP Agreement”) with MiTeK Industries, Inc., a
Missouri corporation, and MiTeK Canada, Inc., an Ontario corporation (collectively the “
Purchaser”), under which the Seller agreed to sell, and the Purchaser agreed to purchase, all of
the issued and outstanding capital stock of United Steel Products Company, Inc., a Minnesota
corporation (“USP”) and all of the shares of Renown Specialties Company Ltd., an Ontario
corporation (“Renown”). Under the terms of the USP Agreement, the total consideration payable to
the Seller is approximately $58,000,000 in cash, net of working capital adjustments that may be
made respecting USP or Renown. There was no material relationship, other than in respect of the
transaction, between the Company and the Purchaser. The foregoing description of the USP Agreement
is qualified in its entirety by reference to the terms, provisions, and covenants of the USP
Agreement, a copy of which has been filed as Exhibit 10.1 to this report on Form 8-K and is
incorporated herein by reference.
The Acquisition of D.S. Brown Company
On March 10, 2011, Gibraltar Industries Inc., a Delaware corporation (the “Company”), entered
into a Stock Purchase Agreement (the “D.S. Brown Agreement”) with the stockholders of D.S.B.
Holding Corp, a Delaware corporation (“Holdings”), under which the Company agreed to purchase all
of the issued and outstanding shares of capital stock of Holdings. Holdings, though its direct
wholly-owned subsidiary the D.S. Brown Company, among other things, engages in the manufacture and
sale of products for use in the transportation infrastructure industry. Under the terms of the
D.S. Brown Agreement, the total consideration payable by the Company is approximately $96,000,000
in cash, net of a working capital and certain other adjustments the D.S. Brown Agreement provides
for. There is no material relationship, other than in respect of the transaction, between the
parties. Closing of the transactions contemplated by the D.S. Brown Agreement are subject to
customary conditions, including the passage of requisite waiting periods under the Hart Scot Rodino
Act, and receipt of all necessary consents, approvals, permits and authorizations from interested
governmental and regulatory authorities. The foregoing description of the D.S. Brown Agreement is
qualified in its entirety by reference to the terms, provisions and covenants of the D.S. Brown
Agreement, a copy of which is filed as Exhibit 10.2 to this report on Form 8-K.
The USP Agreement and the D.S. Brown Agreement have been filed to provide investors and security
holders with information regarding the terms, provisions, conditions, and covenants of those
agreements and is not intended to provide any other factual information respecting the Company or
its subsidiaries. In particular these agreements 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 are qualified or
modified by information in disclosure schedules that the parties have exchanged in connection with
signing these agreements. Moreover, information concerning the subject matter of the
representations and warranties may change after the dates of these agreements, 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 agreements as
characterizations of the actual state of any fact or facts.
Second Amendment to Third Amended and Restated Credit Agreement
On March 10, 2011, Gibraltar Industries, Inc. and its wholly owned subsidiary, Gibraltar Steel
Corporation of New York, a New York corporation, as co-borrowers, entered into Amendment No. 2 (the
“Amendment”) to the Third Amended and Restated Credit Agreement with KeyBank National Association
and the lenders named therein (the “Credit Agreement”). The Amendment revises the definition of
“Fixed Charge Coverage Ratio” and defines several new terms relative to the disposition of USP and
Renown. In addition, the Amendment requires that 100% of the net cash proceeds from the disposition
of USP and Renown be applied to the debt outstanding under the Credit Agreement. The foregoing
description of the Amendment is qualified in its entirety by reference to the terms, provisions,
and covenants of such Amendment, a copy of which has been filed as Exhibit 10.3 to this report on
Form 8-K and is incorporated herein by reference.
Robert E. Sadler, Jr., a director of the Company, is a member of the Board of Manufacturers and
Traders Trust Company, one of the lenders under the Credit Agreement.