Attached files
file | filename |
---|---|
EX-10.2 - SIXTH AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE - Fossil Group, Inc. | exhibit10-2.htm |
EX-10.1 - EIGHTH AMENDMENT TO LOAN AGREEMENT - Fossil Group, Inc. | exhibit10-1.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): November 18, 2009
FOSSIL,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
0-19848
|
75-2018505
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
incorporation)
|
Identification
No.)
|
|
2280
N. Greenville Avenue
|
||
Richardson,
Texas
|
75082
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (972) 234-2525
_____________________________________________________________________________________
(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:
ÿ
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
ÿ
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
ÿ
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
ÿ
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry
into a Material Definitive Agreement.
On
November 18, 2009, Fossil Partners, L.P. (“Borrower”), a subsidiary of Fossil,
Inc. (the “Company”), the Company and certain subsidiaries of the Company, as
guarantors, executed an Eighth Amendment to Loan Agreement (the “Eighth
Amendment”) with Wells Fargo Bank, National Association, a national banking
association (“Wells Fargo”), which amends that certain Loan Agreement, dated
September 23, 2004, as amended by that certain First Amendment to Loan
Agreement effective as of September 22, 2005, that certain Second Amendment to
Loan Agreement effective as of September 22, 2005, that certain Third Amendment
to Loan Agreement, effective as of September 21, 2006, that certain Fourth
Amendment to Loan Agreement, effective as of December 22, 2006, that certain
Fifth Amendment to Loan Agreement, effective as of September 19, 2007, that
certain Sixth Amendment to Loan Agreement, effective as of September 19, 2008
and that certain Seventh Amendment to Loan Agreement, effective as of November
19, 2008 (the “Loan Agreement”). The Eighth Amendment (i) amends
Section 1 of the Loan Agreement to extend the maturity date of the Revolver (as
defined below) to November 17, 2010 and allow for a decrease of the total
commitment from $140,000,000 to $100,000,000, with a possible
increase up to $200,000,000 upon the request of the Borrower and the
consent of Wells Fargo, (ii) amends Section 1 of the Loan Agreement to require
the Borrower to pay on a quarterly basis a certain percentage fee based on the
amount of unused total commitment and (iii) amends the address of Wells Fargo
contained in Section 16 of the Loan Agreement. On the same date, the
parties also executed a Sixth Amended and Restated Revolving Line of Credit
Note (the “Sixth Amended Note”), which amends that certain Revolving Line of
Credit Note dated September 23, 2004, as amended by that certain Amended and
Restated Revolving Line of Credit Note, dated September 22, 2005, that certain
Second Amended and Restated Revolving Line of Credit Note, dated September 21,
2006, that certain Third Amended and Restated Revolving Line of Credit Note,
dated September 20, 2007, that certain Fourth Amended and Restated Revolving
Line of Credit Note, dated September 19, 2008 and that certain Fifth Amended and
Restated Revolving Line of Credit Note, dated November 19, 2008 (the
“Revolver”), in order to increase the maximum amount payable to $200,000,000,
amend the definition of “Interest Payment Date,” set the total commitment at
$100,000,000 subject to a possible increase up to $200,000,000, adjust the
formula for calculating the minimum interest rate and certain interest options,
extend the maturity date of the Revolver to November 17, 2010 and amend the
address of Wells Fargo for receipt of notice.
The
foregoing descriptions of the Eighth Amendment and the Sixth Amended Note are
qualified in their entirety by the full text of such documents, which are
incorporated herein by reference and filed as exhibits hereto.
Item
9.01. Financial Statements and
Exhibits.
(d)
|
Exhibits
|
The
following exhibits are filed in accordance with the provisions of Item 601 of
Regulation S-K:
10.1
|
Eighth
Amendment to Loan Agreement, by and among Wells Fargo Bank, National
Association, a national banking association, Fossil Partners, L.P.,
Fossil, Inc., Fossil Intermediate, Inc., Fossil Trust, Fossil Stores I,
Inc., Arrow Merchandising, Inc., Fossil Holdings, LLC and Fossil
International Holdings, Inc., effective as of November 18,
2009
|
10.2
|
Sixth
Amended and Restated Revolving Line of Credit Note, by and between Fossil
Partners, L.P. and Wells Fargo Bank, National Association, a national
banking association, dated November 18,
2009
|
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.
Dated:
|
November
23, 2009
|
||
FOSSIL,
INC.
|
|||
By:
|
/s/ Mike L. Kovar
|
||
Mike
L. Kovar
|
|||
Executive
Vice President and Chief Financial
Officer
|
EXHIBIT
INDEX
Exhibit
No Description
10.1
|
Eighth
Amendment to Loan Agreement, by and among Wells Fargo Bank, National
Association, a national banking association, Fossil Partners, L.P.,
Fossil, Inc., Fossil Intermediate, Inc., Fossil Trust, Fossil Stores I,
Inc., Arrow Merchandising, Inc., Fossil Holdings, LLC and Fossil
International Holdings, Inc., effective as of November 18,
2009
|
10.2
|
Sixth
Amended and Restated Revolving Line of Credit Note, by and between Fossil
Partners, L.P. and Wells Fargo Bank, National Association, a national
banking association, dated November 18,
2009
|