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 12, 2010
LIBBEY INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12084
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34-1559357 |
(State of incorporation)
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(Commission File Number)
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(IRS Employer identification No.) |
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300 Madison Avenue
Toledo, Ohio
(Address of principal executive offices)
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43604
(Zip Code) |
Registrants telephone number, including area code: (419) 325-2100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see General
Instructions 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2010, Libbey Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the underwriters named in Schedule 1 thereto (collectively, the
Underwriters), and Merrill Lynch PCG, Inc., the selling stockholder, relating to the public
offering of 3,826,088 shares of the Companys common stock, par value $0.01 per share, by the
selling stockholder at a public offering price of $10.25 per share. The selling stockholder also
granted the Underwriters a 30-day option to purchase an additional 573,913 shares of the Companys
common stock to cover over-allotments, if any, at the public offering price, less the underwriting
discount.
The Underwriting Agreement includes customary representations, warranties and
covenants by the Company and the selling stockholder. It also provides for customary
indemnification by each of the Company, the selling stockholder and the Underwriters against
certain liabilities and customary contribution provisions in respect of those liabilities. The
foregoing description of the material terms of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as
Exhibit 1.1 and is incorporated herein by reference.
The Company will not receive any proceeds from the sale of shares by the selling
stockholder. The offering of the common stock is being made pursuant to the shelf registration
statement filed by the Company on Form S-3 (Registration No. 333-163402), including a related
prospectus as supplemented by a Preliminary Prospectus Supplement dated August 9, 2010 and
Prospectus Supplement dated August 12, 2010. The offering is expected to close on August 18, 2010,
subject to customary closing conditions.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
1.1 |
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Underwriting Agreement, dated as of August 12, 2010, by and among the Company, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representative of the underwriters named in Schedule 1
thereto, and Merrill Lynch PCG, Inc. |