Form 8-K












Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 30, 2009




(Exact name of registrant as specified in its charter)




Delaware   001-13581   38-3139487

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


840 West Long Lake Road, Suite 601

Troy, Michigan

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code: (248) 519-0700

Not Applicable

(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))




Item 8.01. Other Events

Noble International, Ltd. (the “Company”) has been informed by General Motors Corporation, Ford Motor Company and Chrysler, LLC (collectively, the “Customers”) that the Customers intend to resource their purchases of laser-welded products in the United States and Canada to other suppliers. Accordingly, the Company has notified employees who would be affected by the loss of the laser-welding business of layoffs and plant closures that would result by reason of such resourcing. The Company and the Customers are negotiating the terms for the resourcing of the laser-welding business, including financing to be provided to the Company during the resourcing and continued financing of the Company’s other operations, although a definitive agreement has not yet been reached. As these negotiations continue, the Company has begun to cooperate with the Customers to facilitate the resourcing of the laser-welding business. The Company continues to analyze and consider strategic alternatives available to it with respect to its other operations.

As previously disclosed, in February the Company entered into a memorandum of understanding (the “MOU”) with the Customers and the Company’s lenders. The Customers have continued to make expedited payment of amounts they owe to the Company and to provide financing to the Company as set forth in the MOU, although the MOU expired by its terms on March 23 and the Customers were not and are not obligated to provide these financial accommodations to the Company. The Company believes that cash generated from its operations and continued financial accommodations from the Customers will provide the Company with sufficient liquidity to meet its immediate obligations, but this, as well as the Company’s ability to meet its on-going and long-term liquidity needs, is not assured.

Certain statements in this report are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements addressing operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results. These forward-looking statements are made on the basis of management’s assumptions and estimations when made and speak only as of the date thereof. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “would,” or “will” or variations of such words and similar expressions may identify such forward-looking statements. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all, of the risks include our ability to negotiate additional waivers or other accommodations from our lenders, if necessary; our ability to secure the continuation of favorable payment terms from our customers, if needed; our ability to maintain our forbearance status with our lenders; our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Noble does not intend or undertake any obligation to update any forward-looking statements.


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


a Delaware corporation

/s/ Andrew J. Tavi

  Andrew J. Tavi
  Vice President, General Counsel and Secretary

March 30, 2009