Attached files
| file | filename |
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| EX-10.2 - PC GROUP, INC. | v206598_ex10-2.htm |
| EX-10.1 - PC GROUP, INC. | v206598_ex10-1.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): December 28,
2010
PC GROUP,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-12991
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11-2239561
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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419 Park Avenue South, Suite 500, New York, New
York
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10016
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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: (212)
687-3260
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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 Entry Into A Material Definitive Agreement
PC Group, Inc. (the “Company”) entered
into Consent and Amendment Agreements (the “Consent and Amendments”) with 100%
of the holders (the “Noteholders”) of the Company’s 5% Convertible Subordinated
Notes due 2011 (the “Notes”). Under the Consent and Amendments, the
Noteholders consented to the Company’s repurchase of $5,000,000 aggregate
principal amount of Notes from York Credit Opportunities Master Fund, L.P. and
York Credit Opportunities Fund, L.P. at a price equal to twenty-six percent of
the principal amount of such Notes, together with accrued but unpaid interest,
and to any other repurchases by the Company of Notes on such terms as may be
determined by the Company from time to time.
The Consent and Amendments also contain
the following amendments to the Convertible Subordinated Note Purchase
Agreement, dated as of December 7, 2006 (the “Note Purchase Agreement”), among
the Company and the Noteholders thereto:
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·
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the
outside expiration date of the Company’s obligation to maintain
effectiveness of the registration statement (the “Registration Statement”)
registering the shares issuable upon conversion of the Notes has been
accelerated from December 6, 2011 to December,
2010;
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·
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the
Company’s obligation under the Note Purchase Agreement to use commercially
reasonable efforts to cause all of the shares covered by the Registration
Statement to be listed on NASDAQ or such other exchange as the Company’s
common stock may then be listed on has been terminated;
and
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·
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the
provision that certain amendments to the Note Purchase Agreement require
the consent of the holders of all the Notes then outstanding has been
amended to provide for consent by holders of 75% of the aggregate
principal amount of the Notes then
outstanding.
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On December 28, 2010, pursuant to
agreements (the “Repurchase Agreements”) with each of York Credit Opportunities
Master Fund, L.P. and York Credit Opportunities Fund, L.P., the Company
repurchased an aggregate of $5,000,000 principal amount of Notes from such funds
at a price equal to twenty-six percent of the principal amount of such Notes,
together with accrued but unpaid interest. Wells
Fargo Capital Finance (as successor to Wachovia Bank, N.A. under the Company's
secured revolving credit facility) consented to the Company's repurchase of the
Notes from the York funds.
The foregoing summary descriptions of
the Consent and Amendments and the Repurchase Agreements are not intended to be
complete and are qualified in their entirety by the complete texts of the
Consent and Amendments and the Repurchase Agreements, the forms of which are
attached to this report as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference as though fully set forth
herein.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Form
of Consent and Amendment Agreement, among the Company and the
Noteholders.
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10.2
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Repurchase
Agreements, dated December 28, 2010, with each of York Credit
Opportunities Master Fund, L.P. and York Credit Opportunities Fund,
L.P.
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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: December
28, 2010
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PC
GROUP, INC.
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By:
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/s/ W. Gray Hudkins | |
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Name:
W. Gray Hudkins
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Title: President
and Chief Executive
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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Form
of Consent and Amendment Agreement, among the Company and the
Noteholders.
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10.2
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Repurchase
Agreements, dated December 28, 2010, with each of York Credit
Opportunities Master Fund, L.P. and York Credit Opportunities Fund,
L.P.
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