SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2012
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (408) 750-9400
926 Rock Avenue
San Jose, California 95131
(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:
Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2012, Dialogic Inc. (the Company) obtained a letter (the Letter) from Obsidian, LLC, Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC and Tennenbaum Opportunities Partners V, LP, (collectively, the Term Loan Lenders) confirming that they will not under any circumstances accelerate the maturity date of amounts due under the Companys Second Amended and Restated Credit Agreement, dated October 10, 2010, as amended, by and among the Company, Dialogic Corporation, a British Columbia corporation and a wholly owned subsidiary of the Company, certain other subsidiaries of the Company, and the Term Loan Lenders, on or before February 15, 2012.
The description of the Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
On January 5, 2012 Dialogic Corporation entered into an Amendment No. 2 (the Second Amendment) to the Forbearance Agreement dated November 14, 2011 (the Forbearance Agreement) with certain lenders (the Lenders) and Wells Fargo Foothill Canada ULC (the Agent) in connection with that certain credit agreement, dated March 5, 2008, as amended, by and between Dialogic Corporation, the Lenders and the Agent (the Credit Agreement). Pursuant to the terms of the Second Amendment, each of the Lenders and the Agent agreed to forbear from exercising its rights and remedies under the Credit Agreement, including the right to accelerate the maturity date of amounts outstanding under the Credit Agreement and realize on its collateral under the terms of the Credit Agreement, with respect to certain existing and anticipated defaults by the Company under the Credit Agreement, as described in the Forbearance Agreement, until the earliest of (i) February 6, 2012, (ii) the occurrence of any additional Event of Default (as defined in the Credit Agreement), which for this purpose includes the exercise by any third party of any rights or remedies against the Company, Dialogic Corporation or any of Cantata Technology, Inc., Dialogic Distribution Ltd., Dialogic Networks (Israel) Ltd. and Veraz Networks LTDA, which are wholly owned subsidiaries of the Company, or (iii) the occurrence of any Termination Event (as defined in the Credit Agreement) in exchange for a release of claims by Dialogic Corporation against the Lenders and Agent.
The description of the Second Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.