UNITED STATES
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
March 12, 2007
Date of Report (Date of earliest event reported)
MSX International, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 333-49821 | | 38-3323099 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
1950 Concept Drive, Warren, Michigan
(Address of principal executive offices)
48091
(Zip Code)
(248) 299-1000
(Registrant’s 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
Item 7.01 Regulation FD Disclosure.
Set forth in Exhibit 99.1 to this Current Report is certain information contained in the preliminary offering circular of MSX International, Inc. (the “Company”) dated March 12, 2007 (the “Preliminary Offering Circular”) relating to a proposed offering of $200,000,000 principal amount of senior secured notes due 2012 which is incorporated herein by reference.
On March 9, 2007, the Company issued a press release announcing its plans to offer $200,000,000 of senior secured notes. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 7.01 and the exhibits hereto are furnished pursuant to this Current Report on Form 8-K. Consequently, they are not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information and exhibits may only be incorporated by reference in another filing under the Exchange Act or the Securities Act, if such subsequent filing specifically references such items in this Current Report on Form 8-K.
This disclosure is for informational purposes only and shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of the units or related guarantees in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Certain information contained in the Preliminary Offering Circular. |
| 99.2 | | Press Release of MSX International, Inc., dated March 9, 2007, announcing the offering of the notes. |
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 hereunder duly authorized.
Dated: March 12, 2007
MSX INTERNATIONAL, INC.
| | |
| By: | | /s/ Frederick K. Minturn
Frederick K. Minturn
Executive Vice President and
Chief Financial Officer |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| Exhibit 99.1 | | Certain information contained in the Preliminary Offering Circular. |
| Exhibit 99.2 | | Press Release of MSX International, Inc., dated March 9, 2007, announcing the offering of the notes. |
