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 10, 2006
CELANESE CORPORATION
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(Exact Name of Registrant as specified in its charter)
DELAWARE 001-32410 98-0420726
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1601 WEST LBJ FREEWAY, DALLAS, TEXAS 75234-6034
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-4000
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 (see General Instruction A.2. below):
[ ] 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 9, 2006, Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital
Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA
Capital Investors Sidecar Fund, L.P. (collectively, the "selling stockholders")
and Celanese Corporation (the "Company") entered into an underwriting agreement
(the "Underwriting Agreement") with Goldman, Sachs & Co. (the "Underwriter")
pursuant to which the selling stockholders agreed to sell to the Underwriter
35,000,000 shares of the Company's Series A common stock in a registered public
secondary offering pursuant to the Company's new universal shelf registration
statement on Form S-3 filed on May 9, 2006. As part of the offering, the selling
stockholders have granted to the Underwriter an over-allotment option to
purchase up to an additional 5,250,000 shares of Series A common stock. The
Underwriting Agreement and the legal opinion relating to the offering are filed
herewith as Exhibits 1.1 and 5.2, respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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1.1 Underwriting Agreement, dated May 9, 2006
5.2 Opinion of Simpson Thacher & Bartlett LLP
23.1 Consent of Simpson Thacher & Bartlett LLP (included in
Exhibit 5.2)
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 hereunto duly authorized.
CELANESE CORPORATION
By: /s/ Steven M. Sterin
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Name: Steven M. Sterin
Title: Vice President and Controller
Date: May 10, 2006
EXHIBIT INDEX
Exhibit Number Description
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1.1 Underwriting Agreement, dated May 9, 2006
5.2 Opinion of Simpson Thacher & Bartlett LLP
23.1 Consent of Simpson Thacher & Bartlett LLP (included in
Exhibit 5.2)