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Securities And Exchange Commission
Washington, D. C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of earliest event reported): July 10, 2001
Bway Corporation
(Exact name of Company specified in its charter)
Delaware 0-26178 36-3624491
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
(Address of principal executive offices) (Zip Code)
(770) 645-4800
(Company's telephone number, including area code)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
99.1 Form of letter and attachments sent to certain option holders of
Bway Corporation.
Item 9. Regulation FD Disclosure.
On June 18, 2001, Bway Corporation (the "Company") disseminated a
letter and attachments from Jean-Pierre Ergas, Chairman of the Board and Chief
Executive Officer, to certain option holders who are eligible to participate in
the Company's Stock Option Replacement Program. Included in that letter and
attachments were references to certain actions the Company anticipates taking
and EBITDA projections. The letter and attachments were sent to the option
holders in connection with the Company's current Stock Option Replacement
Program and have been filed with the Securities and Exchange Commission as an
exhibit to Schedule TO-I/A on July 10, 2001.
All statements contained in the letter and attachments, other than
historical information, are forward-looking statements. These forward-looking
statements represent management's forecast of the results that could be achieved
if the Company was to realize the full business potential of current
initiatives, which are not expected to be realized, if at all, until after
fiscal 2003. These forward-looking statements also include forecasts of Earnings
Before Interest, Taxes, Depreciation and Amortization for fiscal 2001, 2002 and
2003, which represent management's current judgment on the nearer-term effects
of those initiatives. These forward-looking statements reflect assumptions with
regard to coffee sales increases, manufacturing and operating improvements and
other matters, including economic profit, revenue, costs, working capital, fixed
assets, new contracts, cost reductions, and divestitures. A variety of factors
could cause business conditions and the Company's actual results to differ
materially from those expected by the Company or expressed in the Company's
forward-looking statements. These factors include, without limitation, expected
levels of sales not materializing; expected sales volume from new contracts
delayed or not materializing; the Company's inability to pay down debt; labor
unrest; changes in market price or market demand; changes in raw material costs
or availability; loss of business from customers; unanticipated expenses;
productivity gains not remaining or continuing; changes in financial markets;
potential equipment malfunctions; the timing and costs of plant start-up and
closures and the other factors discussed in the Company's filings with the
Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BWAY CORPORATION
By: /s/ Kevin C. Kern
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Kevin C. Kern,
Vice President, Administration and CFO
Dated: July 10, 2001
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EXHIBIT INDEX
Exhibit Page
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The following Exhibits are filed herewith:
99.1 Form of letter and attachments sent to certain option holders of Bway
Corporation.
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