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): March 25, 2004
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NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Delaware 001-13581 38-3139487
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
28213 Van Dyke Avenue, Warren, MI 48093
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (586) 751-5600
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 25, 2004, Noble International, Ltd. (the "Company") entered
into an agreement to sell $40 million of Convertible Subordinated Notes (the
"Notes") to certain qualified institutional buyers (collectively, the
"Investors"). The Notes are convertible into shares of the Company's common
stock (the "Conversion Shares") at a conversion price equal to $32 per share
(subject to adjustment pursuant to the terms of the Notes). The transaction is
scheduled to close on March 26, 2004.
The Company is issuing the Notes pursuant to a Securities Purchase
Agreement dated as of March 25, 2004. The Company also entered into a
Registration Rights Agreement dated as of March 25, 2004 with the Investors,
pursuant to which the Company agreed to file with the Securities and Exchange
Commission a registration statement covering the resale of the Notes and the
Conversion Shares by the Investors. The forms of the Notes, Securities Purchase
Agreement and Registration Rights Agreement are attached as exhibits to this
filing.
Neither the Notes nor the Conversion Shares have been registered under
the Securities Act of 1933, as amended, and may not be sold in the United States
absent registration or an applicable exemption from registration requirements.
Any offering of the Notes or the Conversion Shares under the resale registration
statement is permitted to be made only by means of a prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
4.1 Form of Convertible Subordinated Note issued in
connection with the Securities Purchase Agreement
dated March 25, 2004, among the Company and the
investors named on the signature pages thereto.
4.2 Registration Rights Agreement dated March 25, 2004,
among the Company and the investors named on the
signature pages thereto.
10.1 Securities Purchase Agreement dated March 25, 2004,
among the Company and the investors named on the
signature pages thereto.
99.1 Press release by Noble International, Ltd. announcing
$40 million private placement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NOBLE INTERNATIONAL, LTD.
Date: March 26, 2004 By: /S/ MICHAEL C. AZAR
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Name: Michael C. Azar
Title: Vice President and General Counsel
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NOBLE INTERNATIONAL, LTD.
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Form of Convertible Subordinated Note issued in connection
with the Securities Purchase Agreement dated March 25, 2004,
among the Company and the investors named on the signature
pages thereto.
4.2 Registration Rights Agreement dated March 25, 2004, among the
Company and the investors named on the signature pages
thereto.
10.1 Securities Purchase Agreement dated March 25, 2004, among the
Company and the investors named on the signature pages
thereto.
99.1 Press release by Noble International, Ltd. announcing $40
million private placement.
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