UNITEDTable 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 July 8, 2005 Date of Report (Date of earliest event reported)Contents

MSX International, Inc.
(Exact name of registrant as specified in its charter)
Delaware	333-49821	38-3323099
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~1950 Concept Drive~~WASHINGTON, ~~Warren,~~D.C. Michigan (Address of principal executive offices) 48091 (Zip Code) (248) 299-1000 (Registrant’s telephone number, including area code) 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:20549

oFORM ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a~~8-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))K

~~ITEM~~CURRENT 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The agreements for the disposition of MSX International’s U.K. engineering and staffing business, and for one of its German subsidiaries, Cadform MSX Engineering GmbH (“Cadform”), discussed under Item 2.01, are included for reference as exhibits to this Form 8-K. The Business Sale Agreement related to our U.K. disposition includes provisions for the escrow of a portion of the purchase price. This provision primarily relates to the collection of certain customer accounts receivable, which we anticipate will occur over the next several months. The agreement also includes non-competition clauses and certain customary warranties by MSX International Limited and MSX International, Inc. As highlighted in the English translation of the Purchase and Sale Agreement for Cadform, prior to concluding the sale, MSX International Engineering GmbH (Cadform’s parent company) contributed 1 million euro of additional equity to Cadform and purchased certain real property from Cadform for 1.3 million euro. In connection with the U.K. engineering and staffing business disposition, we executed Amendment No. 2 to our Amended and Restated Credit Agreement dated as of August 1, 2003. The amendment provisions related to the use of asset sale proceeds. During 2004, we concluded Amendment No. 1 to our Amended and Restated Credit Agreement, which was entered into to clarify certain administrative and technical provisions immediately prior to syndicating the agreement to two additional lenders. The amendments are included for reference as exhibits to this Form 8-K. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On July 1, 2005, MSX International completed the disposition of substantially all the engineering and staffing businesses of MSX International Limited, a U.K. subsidiary. MSX International Limited continues to deliver technical business services and vendor management programs to customers. A newly organized subsidiary of ARRK Product Development Group Ltd. acquired the U.K. businesses for a purchase price at closing of approximately 3.6 million pounds before related fees. The net assets related to the sold businesses total approximately 2 million pounds. The net assets and associated purchase price are subject to final adjustments based on the July 3, 2005 closing balances. Earlier in June 2005, MSX International completed the disposition of Cadform, which is not considered a significant subsidiary. Both, the U.K. and German businesses described above comprised a portion of the discontinued operations that are reflected as assets and liabilities held for sale in our historical consolidated financial statements.REPORT

ITEM 9.01.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c)	Exhibits:
	10.1	Business Sale Agreement relating to the sale and purchase of the Engineering and Technical Staffing Services Businesses of MSX International Limited.
	10.2	English translation of the Purchase and Sale Agreement.
	10.3	Amendment No. 1 to Amended and Restated Credit Agreement dated as of August 1, 2003 between MSX International, Inc., the Borrowing Subsidiaries, and Bank One, NA.
	10.4	Amendment No. 2 to Amended and Restated Credit Agreement dated as of August 1, 2003 between MSX International, Inc., the Borrowing Subsidiaries, and Bank One, NA.

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

1March 15, 2006 Date of Report (Date of earliest event reported)

SIGNATURE 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 hereunder duly authorized. Dated: July 8, 2005 MSX ~~INTERNATIONAL~~International, ~~INC~~Inc.

~~By:~~(Exact ~~/s/~~name ~~Frederick~~of K.registrant ~~Minturn~~as ~~Frederick~~specified K.in ~~Minturn~~its ~~Executive Vice President and Chief Financial Officer~~charter)


Delaware	333-49821	38-3323099
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1950 Concept Drive, Warren, Michigan
(Address of principal executive offices)

48091
(Zip Code)

(248) 299-1000
(Registrant’s telephone number, including area code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
SIGNATURE
Fifth Amendment to Amended & Restated Credit Agreement

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 15, 2006, MSX International, Inc. (the “Company”) completed the Fifth Amendment (the “Fifth Amendment”) to the Amended and Restated Credit Agreement dated as of August 1, 2003 (the “Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as agent, and the other parties signatory thereto, as amended.

The Credit Agreement was amended to, among other things:

	•		Extend the maturity date of the Credit Agreement from August 1, 2006 to January 15, 2007;

	•		Reduce the aggregate commitments under the Credit Agreement from $45 million to $25 million subject to limitations based on domestic accounts receivable and cash collateral held in blocked accounts in connection with prepayments of obligations under the Credit Agreement;

	•		Allow for future permanent reductions of commitment and related borrowings via use of funds from any asset sales held in blocked accounts by the bank; and

	•		Modify certain covenants and restrictions on the Company’s ability to borrow under the Credit Agreement, including the elimination of all commitments related to non-domestic subsidiaries of the Company.

In connection with the amendment, the Company utilized $8.3 million of restricted funds from prior asset sales held in a blocked account to permanently reduce debt outstanding under the Credit Agreement. Aggregate commitments after the completion of the Fifth Amendment remain at $25 million.

The Fifth Amendment contains certain representations and warranties and ratifications and confirmations that the Credit Agreement otherwise remains in full force and effect.

The descriptions set forth above are qualified in their entirety by the Fifth Amendment filed herewith as exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

10.1

Fifth Amendment to Amended and Restated Credit Agreement dated as of March 15, 2006 among the Company, JPMorgan Chase Bank, N.A. and the other parties signatory thereto.

SIGNATURE

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 hereunder duly authorized.

Dated: March 20, 2006

MSX INTERNATIONAL, INC.


By:		/s/ Frederick K. Minturn

		Frederick K. Minturn
		Executive Vice President and
		Chief Financial Officer

Exhibit Index


Exhibit No.		Exhibit Description
	10.1	Fifth Amendment to amended and Restated Credit Agreement dated as of March 15, 2006 among the Company, JPMorgan Chase Bank, N.A. and the other parties signatory thereto.

UNITEDTable 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 July 8, 2005 Date of Report (Date of earliest event reported)Contents

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