Attached files
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| EX-10.1 - TWENTY-FIRST AMENDMENT TO LOAN AGREEMENT - POINT BLANK SOLUTIONS, INC. | ex101to8k07601_01292010.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): January 29,
2010
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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
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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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
January 29, 2010, Protective Apparel Corporation of America and Point Blank Body
Armor, Inc. (collectively, the “Borrowers”), each a subsidiary of Point Blank
Solutions, Inc. (the “Company”), and the Company entered into a Twenty-First
Amendment (the “Twenty-First 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 and Life Wear Technologies, Inc., a former subsidiary
of the Company, as borrowers, the Company, as guarantor, and Bank of America,
N.A. (as successor by merger to LaSalle Business Credit, LLC) (the “Bank”), 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
Twenty-First Amendment, among other things, (i) changes the amount of the
“Availability Block” under the Revolving Loan applicable to various periods
under the Loan Agreement, (ii) reduces the advance rate against the Borrowers’
eligible accounts for purposes of the Revolving Loan borrowing base from 85% to
75%, (iii) reduces the advance rate against the Borrowers’ eligible inventory
for purposes of the Revolving Loan borrowing base to 20%, (iv) changes the
amount of the “Maximum Revolving Loan Limit” under the Revolving Loan applicable
to various periods under the Loan Agreement, and (v) provides that the Borrowers
will submit to the Bank a 13 week cash flow projection, in a form acceptable to
the Bank, on or prior to February 4, 2010. Pursuant to the
Twenty-First Amendment, the Bank also agreed that upon its receipt of the
Borrowers’ income tax refund of approximately $6.7 million and prepayments under
the Borrowers’ government contracts of approximately $4.3 million, the Bank
would apply those amounts against the outstanding balance under the Revolving
Loan. The Borrowers agreed that, after the Bank has applied such
amounts to the Revolving Loan balance, the Borrowers would not request any
additional financing under the Revolving Loan, letters of credit or other
financial accommodations in excess of such amounts.
The
foregoing description of the Twenty-First Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Twenty-First Amendment, which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
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Item
8.01.
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Other
Events.
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On
January 18, 2010, Point Blank Body Armor, Inc., a subsidiary of the Company
(“PBBA”), received a grand jury subpoena from the U.S. District Court for the
District of Columbia in connection with an investigation being conducted by the
U.S. Department of Justice, Fraud Section. The subpoena requested
that PBBA produce materials, from January 1, 2005 to the present, related to
contacts between PBBA and foreign governments or officials, bids submitted to
foreign governments or officials, and contracts with or payments made to such
foreign governments or officials, or to third parties in connection
therewith. The Company is unable to predict what the outcome of the
investigation will be or the impact, if any, that the investigation may have on
the Company’s business, results of operations, liquidity or capital
resources. The Company intends to cooperate fully with the
investigation and is preparing its response to the subpoena.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Twenty-First
Amendment to Loan and Security Agreement, dated January 29, 2010, by and
among Protective Apparel Corporation of America, Point Blank Body Armor,
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.
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POINT
BLANK SOLUTIONS, INC.
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Dated:
February 2, 2010
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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
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Exhibit No.
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Description
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10.1
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Twenty-First
Amendment to Loan and Security Agreement, dated January 29, 2010, by and
among Protective Apparel Corporation of America, Point Blank Body Armor,
Inc., Point Blank Solutions, Inc. and Bank of America,
N.A.
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