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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) November 7, 2005
NOVELIS INC.
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(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
Not Applicable
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(Former name or former address, if changed since last report.)
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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 11, 2005, Novelis Inc. (the "Company") received a waiver
from its lenders under the Credit Agreement dated January 7, 2005 among the
Company, Novelis Corporation, Novelis Deutschland GmbH, Novelis UK Limited,
Novelis AG, Citigroup North America, Inc. and the issuers and lenders a party
thereto (the "Credit Agreement"). Pursuant to the waiver, the lenders have
waived our non-compliance with, and the effects of our non-compliance under,
Section 6.1 of the Credit Agreement, which requires the Company to timely
furnish consolidated and consolidating financial statements and Compliance
Certificates related to certain financial covenants under the Credit Agreement,
which would have been due on November 14, 2005. The Company has received an
extension from these requirements until February 13, 2006. A copy of the waiver
is filed as Exhibit 99.1 and is incorporated herein by reference.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 7, 2005, the Company issued a press release containing
earnings guidance for the third quarter of 2005. The Company also stated that it
will restate its previously issued financial statements for the first and second
quarters of 2005 and provided preliminary estimates of the principal effects of
such restatements. A copy of the press release is furnished as Exhibit 99.2 and
is incorporated herein by reference.
ITEM 4.02(a) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On November 7, 2005, the Company issued a press release announcing that
the Company's management and its Audit Committee determined the need to delay
the release of third quarter 2005 results and restate the Company's previously
issued financial statements for the first and second quarters of 2005. The
decision to restate and delay arose from management's review of reserves and
contingencies in South America. As a result, the Company's Audit Committee has
concluded that the Company's previously issued consolidated financial statements
set forth in the Company's quarterly reports on Form 10-Q for the first two
fiscal quarters of 2005 should no longer be relied upon because of errors in
those financial statements. The Audit Committee has also decided to engage
independent outside advisors to assist the Company in conducting a full review
of matters relating to reserves and contingencies as well as adjustments made to
arrive at the Company's opening balance sheet as of January 6, 2005. Following
this independent review, the Company will be assessing its internal financial
controls and procedures and will determine whether there are any material
weaknesses. A copy of this press release is attached as Exhibit 99.2 and
incorporated herein by reference.
The above matters have been discussed with the Company's independent
registered public accounting firm, PricewaterhouseCoopers LLP.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Waiver to the Credit Agreement dated November 11, 2005
99.2 Press release dated November 7, 2005
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.
NOVELIS INC.
Date: November 14, 2005 By: /s/ David Kennedy
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David Kennedy
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Waiver to the Credit Agreement dated November 11, 2005
99.2 Press release dated November 7, 2005