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): May 11, 2010
| Commission File Number |
Registrant and State of Incorporation |
I.R.S. Employer Identification Number | ||
| 001-33527 | BWAY Holding Company | 55-0800054 | ||
| (Delaware) | ||||
| 001-12415 | BWAY Corporation | 36-3624491 | ||
| (Delaware) |
8607 Roberts Drive, Suite 250
Atlanta, Georgia
(Address of principal executive offices)
30350-2237
(Zip Code)
(770) 645-4800
(Registrant’s telephone number)
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 |
On May 11, 2010, Picasso Merger Sub, Inc. (the “Purchaser”), a Delaware corporation organized by Madison Dearborn Partners, LLC that is expected to be merged with and into BWAY Holding Company (the “Company”) pursuant to the Agreement and Plan of Merger, dated as of March 28, 2010, by and among Picasso Parent Company, Inc., a Delaware corporation and the parent company of Purchaser, Purchaser and the Company, as it may be amended from time to time, issued a press release announcing that it has commenced a cash tender offer and consent solicitation relating to any and all of the outstanding 10% Senior Subordinated Notes due 2014 (the “Notes”) of BWAY Corporation, a wholly owned subsidiary of the Company (“BWAY”). Holders of the Notes have been asked to tender their Notes for cash and to consent to certain amendments to the indenture governing the Notes in connection with the tender offer and consent solicitation. BWAY makes no recommendation as to whether or not holders of the Notes should tender their Notes in response to the tender offer or consent to the proposed amendments. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
||
| 99.1 | Press release dated May 11, 2010 | |
SIGNATURES
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 thereunto duly authorized.
| BWAY Holding Company |
||||||||
| Date: May 11, 2010 |
By: | /s/ Michael B. Clauer | ||||||
| Michael B. Clauer Executive Vice President and Chief Financial Officer | ||||||||
| BWAY Corporation |
||||||||
| Date: May 11, 2010 |
By: | /s/ Michael B. Clauer | ||||||
| Michael B. Clauer Executive Vice President and Chief Financial Officer | ||||||||