Attached files
| file | filename |
|---|---|
| EX-4.5 - EX-4.5 - COACHMEN INDUSTRIES INC | ex4504052010.htm |
| EX-4.4 - EX-4.4 - COACHMEN INDUSTRIES INC | ex4404052010.htm |
| EX-2.1 - EX-2.1 - COACHMEN INDUSTRIES INC | ex2104052010.htm |
| EX-4.3 - EX-4.3 - COACHMEN INDUSTRIES INC | ex4304052010.htm |
| EX-4.6 - EX-4.6 - COACHMEN INDUSTRIES INC | ex4604052010.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): April 5, 2010
COACHMEN
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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INDIANA
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1-7160
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35-1101097
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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2831
Dexter Drive, Elkhart, Indiana
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46514
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(574)
266-2500
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(Registrant’s
telephone number,
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including
area code)
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N /
A
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(Former
Name or Former Address,
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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:
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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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x
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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
On April
5, 2010, Coachmen Industries, Inc. and all of its significant subsidiaries
(collectively “Coachmen”) and H.I.G. All American, LLC (the “Lender”) entered
into a First Amendment to the Loan Agreement (the “First Amendment”). In the
First Amendment, the Lender waived specified Events of Default that had occurred
under the Loan Agreement dated October 27, 2009 between the Company and the
Lender (the “Loan Agreement”) prior to April 5, 2010. The Company
issued a new warrant to purchase up to 9,557,939 shares of the Company’s common
stock (the “New Warrant”) as consideration to the Lender for entering into the
First Amendment.
Pursuant
to the First Amendment:
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·
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the
price protection feature contained in the Tranche B Note issued pursuant
to the Loan Agreement was
eliminated;
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·
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the
principal amount of the Tranche B Note was increased by $850,000,
reflecting the addition of PIK Interest that was otherwise payable on
March 31, 2010;
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·
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the
financial covenants were eased
generally;
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·
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lower
financial covenants were provided for the Company’s access to the first $3
million of availability under the revolving credit facility provided in
the Loan Agreement, but the Company will be required to issue additional
warrants to the Lender if the Company utilizes the lower financial
covenants to access the first $3 million of availability;
and
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·
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the
Company may obtain a waiver of certain financial covenants by paying a
waiver fee, in cases where the Company’s earnings before interest, taxes,
depreciation and amortization (“EBITDA’) shortfall is less than $500,000,
or by issuing additional warrants, if the EBITDA shortfall is greater than
$500,000, but less than $1 million.
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The
warrant originally issued pursuant to the Loan Agreement (the “Original
Warrant”) and the Tranche B Note were amended and restated to reflect the
anti-dilution adjustments that occurred as a result of the issuance of the New
Warrant. The Original Warrant, as amended, now can be exercised for 10,925,926
shares, and the Tranche B Note now can be converted into 17,728,758 shares
(including the PIK Interest). The amended and restated Original Warrant, the New
Warrant and the amended and restated Tranche B Note all contain anti-dilution
protection in the event the Company issues in excess of 16,403,409 shares of its
common stock. The outstanding principal of the amended and restated Tranche B
Note (including PIK Interest) is convertible into shares of the Company’s common
stock at an initial conversion price of $0.612 per share.
The
Amendment contains customary representations and warranties and covenants,
including a prohibition on dividends, of the Company, and provides for the
acceleration of the obligations of the Company upon the occurrence of certain
events of default.
A copy of
the Amendment, the Amended and Restated Warrant, the First Amendment to
Registration Rights Agreement, and newly executed Common Stock Purchase Warrant
are being filed as Exhibits 2.1, 4.4, 4.5, and 4.6, respectively, to this report
and are incorporated by reference into this Section 1.01.
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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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See Item 1.01 above.
ITEM
3.02 UNREGISTERED
SALE OF EQUITY SECURITIES
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See
Item 1.01 above. The Company sold the securities in reliance on the
exemption from registration under Section 4(2) of the Securities Act of
1933.
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ITEM
3.03 MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See Item 1.01 above.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
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(d) The
following exhibits are furnished as a part of this
Report:
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2.1
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First
Amendment to Loan Agreement dated April 5, 2010 between H.I.G. All
American, LLC, the Company, and several of the Company’s
subsidiaries
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4.3
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Amended
and Restated Secured Subordinated Convertible Tranche B Note, dated April
5, 2010, by and among H.I.G. All American, LLC, the Company, and several
of the Company’s subsidiaries
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4.4
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Amended
and Restated Warrant, dated April 5, 2010, by and between H.I.G. All
American, LLC and the Company
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4.5
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First
Amendment to Registration Rights Agreement, dated April 5, 2010, by and
between H.I.G. All American, LLC and the
Company
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4.6
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Common
Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All
American, LLC and the Company
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COACHMEN
INDUSTRIES, INC.
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Date:
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April
9, 2010
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By:
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/s/
Martin Miranda
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Martin
Miranda, Secretary
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Printed
Name and Title
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