Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - Vuzix Corp | v187147_ex4-1.htm |
| EX-10.2 - EX-10.2 - Vuzix Corp | v187147_ex10-2.htm |
| EX-10.1 - EX-10.1 - Vuzix Corp | v187147_ex10-1.htm |
| EX-99.1 - EX-99.1 - Vuzix Corp | v187147_ex99-1.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) – May 26, 2010
VUZIX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
000-53846
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04-3392453
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
75
Town Centre Drive, Rochester, New York 14623
(Address
of principal executive offices)(Zipcode)
(585) 359-5900
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
¨
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
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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Vuzix
Corporation (the “Company”) and Kopin Corporation have entered a revolving line
of trade credit agreement, pursuant to which Kopin has extended to the Company a
revolving line of credit of up to $250,000 in principal amount to finance the
Company’s purchase of microdisplays from Kopin. Kopin is the
Company’s principle supplier microdisplays. The agreement was effective upon its
approval by the TSX Venture Exchange, which was obtained on May 26,
1010.
Requests
for advances under the credit agreement may be made by the Company at any time
and from time to time until May 21, 2011. No advances will be made if the
aggregate amount outstanding under the credit agreement would exceed $250,000 or
if any outstanding advance has been outstanding more than 75 days. Kopin may
refuse to make any requested advance if (a) an event of default under the credit
agreement or any purchase order has occurred and is continuing, (b) if an event
has occurred and is continuing or condition exists which, with the giving of
notice or passing of time or both, would constitute an event of default under
the credit agreement, or (c) if any representations made under the credit
agreement was not true when made or is not true at the time of any advance
request or (d) since the date of the credit agreement there shall have been an
event or circumstance or change in condition that has or could reasonably be
expected to have a material adverse effect on the Company its operations or its
business.
Simple
interest at the rate of 12% per annum on the amounts advanced under the credit
agreement shall accrue beginning 30 days after each advance is made until paid
in full. Simple interest at the rate of 16% per annum shall accrue on any amount
not paid when due. Each advance, together with all interest accrued thereon,
shall be due and payable within 75 days of the date on which such advance was
made. All outstanding advances, together with any accrued interest and other
unpaid charges or fees, shall be due and payable on May 21, 2011 or such later
date as the Company and Kopin shall agree upon (the “Maturity
Date”).
Kopin may
declare all outstanding advances, together with accrued interest thereon, to be
immediately due and payable and may suspend or terminate its obligation to make
additional advances, upon the occurrence of any of the following events of
default: (a) the Company's failure to pay principal or interest when due, (b)
the Company's material breach of any of the representations or warranties made
in the credit agreement, (c) the Company's breach of any covenant in the credit
agreement, other than a breach constituting a separate and distinct event of
default under the credit agreement, if such failure is not cured within days
after notice, (d) the filing of petition in bankruptcy by or against the
Company, unless in the case of a petition filed against the Company such
petition is dismissed within 60 days after it was filed, or (e) since the date
of the credit agreement there shall have been an event or circumstance or change
in condition that has or could reasonably be expected to have a material adverse
effect on the Company its operations or its business.
To secure
the Company's obligations under the credit agreement, the Company has granted to
Kopin a subordinated security interest in all of its person property on the
terms and subject to the conditions of that security agreement dated as of May
21, 2010 between the Company and Kopin.
Pursuant
to the credit agreement, the Company issued to Kopin a warrant to purchase up to
555,555 shares of the Company’s common stock at an exercise price of CDN$0.12
per share. The warrant is exercisable at any time until the earlier to occur of:
(i) the later of (a) the Maturity Date and (b) such time as the Company’s
obligations under the credit agreement have been paid in full; (ii) five years
from the date of the issuance of the warrants or (iii) five business days after
the date when no advances are outstanding and either (a) Kopin has declined to
make any further advances under the credit agreement because there shall have
been an event or circumstance or change in condition that has or could
reasonably be expected to have a material adverse effect on the Company its
operations or its business or (b) the obligation of the lender to make any
further Advances has terminated or expired.
2
The
foregoing description is qualified in its entirety by reference to the copies of
the credit agreement, security agreement and common stock purchase warrant
attached hereto as Exhibits 10.1, 10.2 and 4.1 respectively, which are
incorporated herein by reference. A copy of the press release issued by the
Company in connection with the credit agreement is attached hereto as Exhibit
99.1.
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Item
3.02
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Unregistered
Sales of Equity Securities
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The
information set forth in Item 2.03 of this Current Report on Form 8-K
regarding the Amended and Restated Credit Facility and the Exit Facility is
incorporated by reference in this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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4.1
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Common
Stock Purchase Warrant dated as of May 21, 2010 issued by the Company to
Kopin Corporation.
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|
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10.1
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Revolving
Line of Trade Credit Agreement dated as of May 21, 2010 by and between the
Company and Kopin Corporation.
|
|
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10.2
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Security
Agreement dated as of May 21, 2010 by and between the Company and Kopin
Corporation.
|
|
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99.1
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Press
release issued by the Company on May 21,
2010.
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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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Date:
June 2, 2010
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VUZIX
CORPORATION
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|
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By:
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/s/ Grant Russell
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|
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Grant
Russell
Executive
Vice President and
Chief
Financial
Officer
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