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): August 31, 2010
FUSHI
COPPERWELD, INC.
(Exact
name of Registrant as specified in charter)
Nevada
|
0-19276
|
13-3140715
|
||
(State
or other jurisdiction of
incorporation) |
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
TYG
Center Tower B, Suite 2601,
Dong
San Huan Bei Lu Bing 2,
Beijing,
PRC 100027
(Address
of principal executive offices) (Zip Code)
(011)-86-10-8447-8280
(Registrant’s
telephone number, including area code)
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
|
o
|
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On August
31, 2010, Copperweld Bimetallics LLC (“Copperweld”), as borrower, and a wholly
owned subsidiary of Fushi Copperweld, Inc. (the “Company”), entered into a
secured credit agreement (the “Credit and Security Agreement”) with Regions
Bank, an Alabama banking corporation (“Lender”). The Credit and
Security Agreement provides for a $2.5 million revolving credit facility and a
term facility of up to $6.5 million. The funds under the Credit and
Security Agreement are available for working capital needs and general corporate
purposes of Copperweld in the ordinary course of business. The
maturity date with respect to borrowings under the Credit and
Security Agreement is August 31, 2013.
Borrowings
under the Credit and Security Agreement bear interest at the 30 day London
Interbank Offered Rate (the “LIBOR Rate”) plus the Applicable Margin (as defined
in the Credit and Security Agreement) of 2.5% to 4.0% per annum.
Copperweld paid an initial commitment fee of 1.0% of the total amount of the
credit facility, and is also required to pay a monthly unused line fee ranging
from 0.25% to 0.50% on available but unused amounts under the revolving credit
facility. The Applicable Margin and the applicable unused line fee
percentage are determined based on changes in the Copperweld’s Fixed Charge
Coverage Ratio (as defined in the Credit and Security Agreement) and are set on
the first day of each calendar quarter, beginning with receipt of Copperweld’s
2010 yearend audit. As of the date of closing, the Applicable Margin
is 3.5% and the applicable unused line fee percentage is 0.375% on available but
unused amounts of the revolving credit facility.
Borrowings
under the Credit and Security Agreement are secured by substantially all the
assets of Copperweld. In addition, the borrowings are unconditionally
guaranteed by the Company.
The
Credit and Security Agreement contains customary events of default and
covenants, including, among other things, covenants that restrict the
ability of Copperweld to incur certain additional indebtedness, create or permit
liens on assets, and engage in mergers or consolidations, and certain
restrictive financial covenants. If any event of default under the
Credit and Security Agreement shall occur and be continuing, the commitments
thereunder may be terminated and the principal amount outstanding thereunder,
together with all accrued unpaid interest and other amounts allowed thereunder,
may be declared immediately due and payable. Upon the occurrence and
during the continuation of an event of default, the Lender may elect to charge a
default interest rate which is equal to the applicable interest rate in effect
at such time plus 2.0% per annum.
The full
text of the Credit and Security Agreement will be filed as an exhibit to the
Company Form 10-Q for the quarter ended September 30,
2010.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
|
The
disclosures required by this Item 2.03 are included in Item 1.01 and are
incorporated herein by reference.
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.
FUSHI
COPPERWELD, INC.
|
|
Date:
September 7, 2010
|
|
/s/ Wenbing
Christopher Wang
|
|
Wenbing
Christopher Wang
|
|
President
and Interim Chief Financial
Officer
|