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 8, 2002
----------------
BWAY Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 1-12415 36-3624491
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350-2230
(Address of principal executive offices) (Zip Code)
(770) 645-4800
(Registrant's telephone number)
BWAY CORPORATION
Form 8-K
Unless the context otherwise requires, "BWAY" refers to BWAY Corporation and its
subsidiaries, including its wholly-owned subsidiary BWAY Manufacturing, Inc.,
and unless the context otherwise requires, "we," "our," and "us" refer
collectively to BWAY and BWAY's subsidiaries.
Statements used in the 8-K that relate to future plans, events, financial
results, prospects or performance are forward-looking statements as encouraged
by the Private Securities Litigation Reform Act of 1995. All statements
contained in this document, other than historical information, are
forward-looking statements. These statements represent BWAY's current judgment
on what the future holds. A variety of factors could cause business conditions
and our actual results to differ materially from those expected by BWAY or
expressed in such forward-looking statements. These factors include, without
limitation, expected sales not materializing; labor unrest; changes in market
price or market demand; changes in raw material costs or availability; loss of
business from customers; unanticipated expenses; delays in implementing cost
reduction initiatives; changes in financial markets; potential equipment
malfunctions; management's inability to identify or execute strategic
alternatives; the non-consummation of our merger with BCO Holding; and other
risks and uncertainties detailed from time to time in BWAY's periodic reports on
Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. BWAY undertakes no
obligation to update or revise any forward-looking statements to reflect changed
assumptions, the occurrences of unanticipated events or changes to future
operating results.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Selected historical consolidated financial data of BWAY.
Exhibit 99.2 Management's discussion and analysis of financial condition
and results of operations of BWAY.
Exhibit 99.3 Unaudited pro forma financial information of BWAY.
Item 9. Regulation FD Disclosure.
Pursuant to Regulation FD, BWAY furnishes the following information:
Selected historical consolidated financial data of BWAY. The selected historical
consolidated financial data of BWAY is filed as Exhibit 99.1 hereto, which
Exhibit is incorporated herein in its entirety by this reference.
Management's discussion and analysis of financial condition and results of
operations of BWAY. Management's discussion and analysis of financial condition
and results of operations of BWAY is filed as Exhibit 99.2 hereto, which Exhibit
is incorporated herein in its entirety by this reference.
Unaudited pro forma financial information of BWAY. The unaudited pro forma
financial information of BWAY is filed as Exhibit 99.3 hereto, which exhibit is
incorporated herein in its entirety by this reference.
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 Corporation
(Registrant)
Date: November 8, 2002 By: /s/ Jeffrey M. O'Connell
-----------------------------------
Jeffrey M. O'Connell
Vice President, Treasurer and
Secretary
Exhibit Index
Exhibit Number Description
-------------- -----------
Exhibit 99.1 Selected historical consolidated financial data of BWAY.
Exhibit 99.2 Management's discussion and analysis of financial condition and results of
operations of BWAY.
Exhibit 99.3 Unaudited pro forma financial information of BWAY.