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): December 8, 2005
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 2.04. Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
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On December 12, 2005, BE Aerospace, Inc. ("B/E") provided notice
to The Bank of New York under the Indenture, dated as of February 13, 1998 (the
"Indenture") between B/E and The Bank of New York, as trustee, relating to B/E's
outstanding 8% Senior Subordinated Notes due 2008 (the "Notes") that B/E will,
pursuant to the optional redemption provisions contained in Article 11 of the
Indenture, redeem all of the outstanding Notes on January 11, 2006 at par. The
outstanding principal amount of the Notes is $250,000,000. The total redemption
amount will include the outstanding principal amount of the Notes, plus interest
at an annual rate of 8% up to, but not including, the date of redemption. A copy
of the Notice of Full Redemption issued by The Bank of New York relating to the
redemption of the Notes is attached hereto as Exhibit 99.1.
Item 8.01. Other Events
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On December 8, 2005, B/E issued a press release announcing that
the underwriters of its previously announced public offering of 13,000,000
shares of its common stock had exercised in full their option to purchase an
additional 1,950,000 shares of common stock to cover over-allotments granted by
B/E to the underwriters in connection with the public offering. A copy of such
press release is attached hereto as Exhibit 99.2.
On December 12, 2005, B/E completed its previously announced
public offering of 14,950,000 shares of its common stock. B/E received aggregate
proceeds of approximately $267.8 million after payment of underwriting discounts
and commissions and expenses related to the offering.
Item 9.01. Financial Statements and Exhibits
---------------------------------
(a) None
(b) None
(c) Exhibits.
Exhibit No. Description of Exhibits
- --------------- ----------------------------
99.1 Notice of Full Redemption issued by The Bank of New York
relating to the 8% Senior Subordinated Notes due 2008.
99.2 Press release, dated December 8, 2005, issued by BE
Aerospace, Inc. announcing the exercise by the underwriters
of their over-allotment option.
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: December 12, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- --------------- ----------------------------
99.1 Notice of Full Redemption issued by The Bank of New York
relating to the 8% Senior Subordinated Notes due 2008.
99.2 Press release, dated December 8, 2005, issued by BE
Aerospace, Inc. announcing the exercise by the underwriters
of their over-allotment option.