Attached files
file | filename |
---|---|
EX-10.2 - EX-10.2 - GIBRALTAR INDUSTRIES, INC. | l40278exv10w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 3, 2010
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation ) |
0-22462 (Commission File Number) |
16-1445150 (IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Table of Contents
The
Registrant filed an 8-K on February 2, 2010 (the Form 8-K)
reporting, among other things, Amendment No.1 (the
Amendment) to its Third Amended and Restated Credit Agreement
with Key Bank National Association and the lenders named therein. The
Registrant did not include the exhibits and schedules referenced in
the Amendment in the 8-K. The Registrant is now filing a complete
copy of the Amendment, including all exhibits and schedules on this
Form 8-K/A. Certain proprietary and confidential information has been
redacted, as noted in the Amendment.
Except for the inclusion of the exhibits and the schedules attached in this amendment on
Form 8-K/A, the Current Report on Form 8-K filed February 2, 2010 continues to
describe conditions as of that date, and the disclosures contained herein have not been
updated to reflect events, results or developments that have occured
after the date of the Form 8-K, or to modify or update any of those
disclosures affected by subsequent events. Among other things,
forward-looking statements made in the Form 8-K have not been revised
to reflect events, results or developments that have occurred or
facts that have become known to us after the date of the Form 8-K,
and such forward-looking statements should be read in their historical
context as of that date. This amendment on Form 8-K/A should be read
in conjunction with the Registrants filings made with the
Securities and Exchange Commission, subsequent to the date of Form
8-K, including any amendments to those filings.
Table of Contents
Item 9.01 | Financial Statements and Exhibits |
(a) | Not Applicable | ||
(b) | Pro Forma Financial Information |
99.1 | Unaudited Pro Forma Condensed Combined Financial Information * |
(c) | Not Applicable | ||
(d) | Exhibits: |
10.1 | Asset Purchase Agreement among Gibraltar Industries, Inc.,
Gibraltar Steel Corporation of New York, a New York corporation, and Gibraltar
Strip Steel, Inc., a Delaware corporation and The Worthington Steel Company,
LLC, an Ohio limited liability company, and The Worthington Steel Company Inc.,
an Ohio corporation dated January 29, 2010 * |
|||
10.2 | Amendment No. 1 to the Third Amended and Restated Credit
Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New
York and KeyBank National Association and the other lenders named therein, dated
as of January 29, 2010 ** |
|||
99.2 | Press Release dated February 1, 2010 * |
* | Previously filed | |
** | Certain information on Schedule 6.19 has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission |
Table of Contents
SIGNATURE
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.
GIBRALTAR INDUSTRIES, INC. |
||||
Date: August 3, 2010 | By: | /s/ Kenneth W. Smith | ||
Kenneth W. Smith | ||||
Senior Vice President and Chief Financial Officer | ||||
Table of Contents
EXHIBIT INDEX
10.1 Asset Purchase Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York, a New York corporation, and Gibraltar Strip Steel Inc., a Delaware corporation and The Worthington Steel Company, LLC, an Ohio limited liability company, and The Worthington Steel Company Inc., an Ohio corporation dated January 29, 2010.* | ||
10.2 Amendment No. 1 to the Third Amended and Restated Credit Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York and KeyBank National Association and the other lenders named therein dated as of January 29, 2010.** | ||
99.1 Unaudited Pro Forma Condensed Combined Financial Information.* | ||
99.2 Press Release issued July 27, 2009.* |
* | Previously filed | |
** | Certain information on Schedule 6.19 has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission |