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
December 20, 2002 (December 18, 2002)
_____________________________________________
Date of report (Date of earliest event reported)
HEXCEL CORPORATION
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8472 94-1109521
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3288
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(Address of Principal Executive Offices) (Zip Code)
(203) 969-0666
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(Registrant's telephone number, including area code)
N/A
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 18, 2002, Hexcel Corporation, a Delaware corporation
("Hexcel"), issued a press release announcing that it had entered into
definitive stock purchase agreements with (i) affiliates of Berkshire Partners
LLC and affiliates of Greenbriar Equity Group LLC (collectively, the
"Berkshire/Greenbriar Investors") and (ii) affiliates of The Goldman Sachs
Group, Inc. (the "Goldman Investors"). A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the
Stock Purchase Agreement, dated as of December 18, 2002, with the
Berkshire/Greenbriar Investors (the "Berkshire/Greenbriar Stock Purchase
Agreement") is attached hereto as Exhibit 99.2 and incorporated herein by
reference. A form of the Certificate of Designations for Hexcel's Series A
Convertible Preferred Stock is included as Exhibit A to the
Berkshire/Greenbriar Stock Purchase Agreement and incorporated herein by
reference. A form of the Certificate of Designations for Hexcel's Series B
Convertible Preferred Stock is included as Exhibit B to the
Berkshire/Greenbriar Stock Purchase Agreement and incorporated herein by
reference. The forms of the Stockholders Agreement and the Registration Rights
Agreement with the Berkshire/Greenbrair Investors are included as Exhibits C
and D to the Berkshire/Greenbriar Stock Purchase Agreement and are
incorporated herein by reference. The forms of the proposed amendment to
Hexcel's Certificate of Incorporation and Hexcel's Amended and Restated Bylaws
are included as Exhibits E and F to the Berkshire/Greenbriar Stock Purchase
Agreement and are incorporated herein by reference. A copy of the Stock
Purchase Agreement, dated as of December 18, 2002, with the Goldman Investors
(the "Goldman Stock Purchase Agreement") is attached hereto as Exhibit 99.3
and incorporated herein by reference. The forms of the Amended and Restated
Governance Agreement and the Amended and Restated Registration Rights
Agreement with the Goldman Investors are included as Exhibits A and B to the
Goldman Stock Purchase Agreement and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release, dated December 18, 2002.
99.2 Stock Purchase Agreement, dated as of December 18,
2002, by and among Hexcel Corporation, Berkshire
Investors LLC, Berkshire Fund V, Limited
Partnership, Berkshire Fund VI, Limited Partnership,
Greenbriar Equity Fund, L.P. and Greenbriar
Co-Investment Partners, L.P.
99.3 Stock Purchase Agreement, dated as of December 18,
2002, by and among Hexcel Corporation, GS Capital
Partners 2000, L.P., GS Capital Partners 2000
Offshore, L.P., GS Capital Partners 2000 Employee
Fund, L.P., GS Capital Partners 2000 GmbH & Co.
Beteiligungs KG and Stone Street Fund 2000, L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 20, 2002
HEXCEL CORPORATION
/s/ Ira J. Krakower
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Name: Ira J. Krakower
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated December 18, 2002.
99.2 Stock Purchase Agreement, dated as of December 18, 2002, by
and among Hexcel Corporation, Berkshire Investors LLC,
Berkshire Fund V, Limited Partnership, Berkshire Fund VI,
Limited Partnership, Greenbriar Equity Fund, L.P. and
Greenbriar Co-Investment Partners, L.P.
99.3 Stock Purchase Agreement, dated as of December 18, 2002, by
and among Hexcel Corporation, GS Capital Partners 2000,
L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital
Partners 2000 Employee Fund, L.P., GS Capital Partners 2000
GmbH & Co. Beteiligungs KG and Stone Street Fund 2000, L.P.