Attached files
| file | filename |
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| EX-10.1 - SIXTEENTH AMENDMENT TO LOAN AGREEMENT - POINT BLANK SOLUTIONS, INC. | ex101to8k07601_10292009.htm |
| EX-10.2 - SUBORDINATED NOTE - POINT BLANK SOLUTIONS, INC. | ex102to8k07601_10292009.htm |
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): October 29,
2009
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POINT
BLANK SOLUTIONS,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-13112
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11-3129361
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2102
SW 2nd Street, Pompano Beach,
Florida
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33069
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954)
630-0900
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N/A
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(Former
name or former address, if changed since last
report.)
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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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
October 29, 2009, Protective Apparel Corporation of America, Point Blank Body
Armor, Inc. and Life Wear Technologies, Inc. (collectively, the “Borrowers”),
each a subsidiary of Point Blank Solutions, Inc. (the “Company”), and the
Company entered into a Sixteenth Amendment (the “Sixteenth Amendment”) to that
certain Amended and Restated Loan and Security Agreement, dated as of April 3,
2007 (the “Loan Agreement”), by and among the Borrowers, as borrowers, the
Company, as guarantor, and Bank of America, N.A. (as successor by merger to
LaSalle Business Credit, LLC) (“Bank of America”), as administrative agent and
collateral agent for itself and all other lenders party to the Loan
Agreement. The Loan Agreement provides the Borrowers with financing
through a revolving credit line (the “Revolving Loan”) and a term loan (the
“Term Loan”).
Pursuant
to the Sixteenth Amendment, Bank of America agreed to, among other things, (i)
permit the Borrowers to resume borrowing under the Revolving Loan, which now
provides for maximum borrowings of $15 million through January 29, 2010, $10
million from January 30, 2010 to February 11, 2010, and $5 million from February
12, 2010 to April 3, 2010, its maturity date, and (ii) increase borrowings under
the Term Loan from $6 million to $10 million and extend its maturity date to
April 3, 2010. The Sixteenth Amendment also, among other things, (i)
restated the Borrowers’ financial covenants under the Loan Agreement (which
include maximum capital expenditure, minimum EBITDA, minimum net worth and
minimum availability requirements), and (ii) increased the interest rate on the
Revolving Loan and the Term Loan to the base rate plus 4.00%. In
connection with the Sixteenth Amendment, the Borrowers paid Bank of America an
amendment fee of $200,000, and will be obligated to pay Bank of America an
additional $150,000 fee if certain conditions are not met by the Borrowers and
the Loan Agreement is not terminated prior to January 31, 2010.
The Term
Loan remains supported by a third party guarantee (the
“Guarantee”). In connection with the Guarantee, the Borrowers and the
Company executed a subordinated note (the “Subordinated Note”) for the benefit
of the guarantor in the amount of the lesser of (i) $10 million, or (ii) such
amount as may be advanced by the guarantor to Bank of America on behalf of the
Borrowers and the Company to satisfy their obligations under the Term
Loan. The Subordinated Note grants to the guarantor a junior
subordinated security interest in specified assets of the Borrowers and the
Company for the purpose of securing the payment and performance of the
Subordinated Note.
The
foregoing descriptions of the Sixteenth Amendment and the Subordinated Note do
not purport to be complete and are qualified in their entirety by reference to
the full text of the Sixteenth Amendment and the Subordinated Note, which are
attached as Exhibit
10.1 and Exhibit 10.2 hereto,
respectively, and incorporated herein by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 with respect to the Sixteenth Amendment and
Subordinated Note is incorporated by reference into this Item 2.03.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Sixteenth
Amendment to Loan and Security Agreement, dated October 29, 2009, by and
among Protective Apparel Corporation of America, Point Blank Body Armor,
Inc., Life Wear Technologies, Inc., Point Blank Solutions, Inc. and Bank
of America, N.A.
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10.2
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Subordinated
Note, dated October 29, 2009, made by Protective Apparel Corporation of
America, Point Blank Body Armor, Inc., Life Wear Technologies, Inc. and
Point Blank Solutions, Inc.
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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.
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POINT
BLANK SOLUTIONS, INC.
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Dated:
October 30, 2009
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By:
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/s/
Michelle Doery
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Name:
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Michelle
Doery
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Sixteenth
Amendment to Loan and Security Agreement, dated October 29, 2009, by and
among Protective Apparel Corporation of America, Point Blank Body Armor,
Inc., Life Wear Technologies, Inc., Point Blank Solutions, Inc. and Bank
of America, N.A.
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10.2
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Subordinated
Note, dated October 29, 2009, made by Protective Apparel Corporation of
America, Point Blank Body Armor, Inc., Life Wear Technologies, Inc. and
Point Blank Solutions, Inc.
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