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
Date of Report (Date of earliest event reported): September 30, 2004
BE AEROSPACE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-18348 06-1209796
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
1400 Corporate Center Way, Wellington, Florida 33414
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 791-5000
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Exhibit Index Appears on page 4
Item 8.01. Other Events
On September 30, 2004, BE Aerospace, Inc. ("B/E") entered into an
underwriting agreement, a copy of which is attached hereto as Exhibit 1.1, with
Credit Suisse First Boston LLC, UBS Securities LLC, Jefferies Quarterdeck, a
division of Jefferies & Company, Inc., and Stephens Inc. (together, the
"Underwriters") related to the public offering of 16,000,000 shares of B/E's
common stock, par value $.01, at a public offering price of $9.00 per share. B/E
also granted the underwriters an option to purchase up to an additional
2,400,000 shares of common stock to cover over-allotments, if any. On October 4,
2004, B/E issued a press release announcing that the Underwriters had exercised
in full their right to purchase an additional 2,400,000 shares pursuant to the
over-allotment option granted to them.
On October 6, 2004, pursuant to the underwriting agreement, B/E issued
and sold 18,400,000 shares of its common stock. The offering yielded aggregate
proceeds to B/E of $157,320,000 after payment of the underwriting discount, but
before payment of expenses related to the offering.
Item 9.01. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
Exhibit No. Description of Exhibits
- --------------- ----------------------------
1.1 Underwriting Agreement, dated September 30, 2004,
among B/E and the Underwriters.
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.
BE AEROSPACE, INC.
By: /s/ Thomas P. McCaffrey
-------------------------------------
Name: Thomas P. McCaffrey
Title: Senior Vice President
of Administration and Chief
Financial Officer
Date: October 6, 2004
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- --------------- ----------------------------
1.1 Underwriting Agreement, dated September 30, 2004,
among B/E and the Underwriters.