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EX-10.1 - EIGHTEENTH AMENDMENT TO LOAN AGREEMENT - POINT BLANK SOLUTIONS, INC. | ex101to8k07601_12092009.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): December 9,
2009
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
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):
o 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
1.01.
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Entry
into a Material Definitive
Agreement.
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On
December 14, 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 an Eighteenth Amendment (the “Eighteenth 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
Eighteenth Amendment, among other things, (i) increases the interest rate on the
Revolving Loan from the base rate plus 4.00% to the base rate plus 6.00%, (ii)
changes the amount of the “Availability Block” under the Revolving Loan
applicable to various periods under the Loan Agreement, (iii) changes the amount
of the Maximum Revolving Loan Limit (as defined under the Loan Agreement)
applicable to various periods under the Loan Agreement, (iv) decreases the
amount of the minimum EBITDA financial covenant applicable to various periods
under the Loan Agreement, and (v) eliminates the minimum availability financial
covenant under the Loan Agreement. Bank of America also consented to
the Company’s sale of all of the capital stock of Life Wear Technologies, Inc.,
a wholly owned subsidiary of the Company, so long as, among other things, the
net proceeds of the sale are at least $400,000 and are immediately applied to
reduce the amount outstanding under the Revolving Loan. In connection
with the Eighteenth Amendment, the Borrowers paid Bank of America an amendment
fee of $250,000.
The
foregoing description of the Eighteenth Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Eighteenth Amendment, which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 9, 2009, the Compensation Committee of the Company’s Board of Directors
(the “Compensation Committee”) approved the 2010 Annual Incentive Plan (the
“Plan”), which provides for incentive compensation guidelines for certain
individuals, including but not limited to James R. Henderson, the Company’s
Chief Executive Officer, Michelle Doery, the Company’s Chief Financial Officer,
and Sam White, the Company’s Senior Vice President of Business Development
(collectively, the “Executive Officers”). Pursuant to the Plan, the
Compensation Committee approved fiscal year 2010 bonus ranges based on target
bonus amounts established by the Compensation Committee. The target
bonus amount (as a percentage of fiscal year 2010 base salary) for each of the
Executive Officers is as follows: Mr. Henderson 100%; Ms. Doery 60%; and Mr.
White 35%. The amount of the bonuses earned by the Executive Officers
will be determined based upon the achievement of certain Company and individual
performance goals during fiscal year 2010. The bonus amounts will
range from 30% to 150% of the target bonus amount based on the achievement of
between 90% and 150% of the performance goals. No bonuses will be
awarded if actual performance during fiscal year 2010 with respect to the
Company performance goals is less than 90% of the target. The
bonuses, if any, will be paid following the year-end approval of the Company’s
financial results by the Audit Committee of the Company’s Board of Directors,
provided that the recipient is employed by the Company at the time of the
payout.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit No.
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Description
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10.1
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Eighteenth
Amendment to Loan and Security Agreement, dated December 14, 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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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.
POINT
BLANK SOLUTIONS, INC.
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Dated:
December 15, 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
Exhibit No.
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Description
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10.1
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Eighteenth
Amendment to Loan and Security Agreement, dated December 14, 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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