Attached files
| file | filename |
|---|---|
| EX-21 - UniTek Global Services, Inc. | v197330_ex21.htm |
| EX-5.1 - UniTek Global Services, Inc. | v197330_ex5-1.htm |
| EX-1.1 - EX-1.1 - UniTek Global Services, Inc. | v197330_ex1-1.htm |
As
filed with the Securities and Exchange Commission on September 24,
2010
Registration
No. 333-168854
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UniTek
Global Services, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
4812
|
75-2233445
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
1777
Sentry Parkway West
Gwynedd
Hall, Suite 302
Blue
Bell, Pennsylvania 19422
267-464-1700
(Address,
including zip code and telephone number,
including
area code, of registrant’s principal executive offices)
C.
Scott Hisey
Chief
Executive Officer
1777
Sentry Parkway West
Gwynedd
Hall, Suite 302
Blue
Bell, Pennsylvania 19422
267-464-1700
(Name,
address, including zip code and telephone number,
including
area code, of agent for service)
With
copies to:
|
Justin
W. Chairman, Esq.
Morgan,
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
Pennsylvania 19103
Telephone:
(215) 963-5000
Facsimile:
(215) 963-5001
|
R.
Scott Shean, Esq.
B.
Shayne Kennedy, Esq.
Latham
& Watkins LLP
650
Town Center Drive, 20 th
Floor
Costa
Mesa, California 92626
Telephone:
(714) 540-1235
Facsimile:
(714) 755-8290
|
Approximate date of commencement of
proposed sale to the public: As soon as practicable after this
registration statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do
not check if a smaller
reporting
company)
|
Smaller
reporting company x
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 is filed solely to update the expenses set forth in Item 13 and
to file the exhibits indicated in Item 16 of Part II. No change is
made to the preliminary prospectus constituting Part I of the Registration
Statement or Items 14, 15, or 17 of Part II of the Registration
Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth all expenses, other than underwriting discounts and
commissions, payable by us in connection with the sale of the common stock being
registered. All of such expenses are estimates, except the fees payable to the
SEC and the Financial Industry Regulatory Authority.
|
Securities
and Exchange Commission registration fee
|
$ | 6,150 | ||
|
Financial
Industry Regulatory Authority fee
|
$ | 9,125 | ||
|
Stock
exchange fees
|
$ | 125,000 | ||
|
Printing
and mailing expenses
|
$ | 101,000 | ||
|
Legal
fees and expenses
|
$ | 415,000 | ||
|
Accounting
fees and expenses
|
$ | 200,000 | ||
|
Transfer
agent and registrar fees
|
$ | 10,000 | ||
|
Miscellaneous
fees and expenses
|
$ | 259,725 | ||
|
Total:
|
$ | 1,126,000 |
Item
14. Indemnification of Directors and Officers
Section
102 of the DGCL allows a corporation to eliminate the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except where the director breached his or her
duty of loyalty to the corporation or its stockholders, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock purchase or redemption in
violation of the DGCL or obtained an improper personal benefit.
Our
Charter specifically limits each director’s personal liability, as permitted by
Section 102 of the DGCL, and provides that if it is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL as so
amended.
Section
145 of the DGCL provides, among other things, that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding. The power to indemnify applies
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The power to indemnify applies to actions brought by or in
the right of the corporation as well, but only to the extent of expenses
(including attorneys’ fees, but excluding amounts paid in settlement) actually
and reasonably incurred and not to any satisfaction of judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification will be made in the event of any adjudication of liability on
the part of a person to the corporation, unless a court believes that in view of
all the circumstances indemnification should apply. Our Charter provides for
indemnification of our directors, officers, employees and agents to the fullest
extent permitted by the DGCL.
Our
Bylaws also provide that we will indemnify our directors, officers, employees
and agents to the fullest extent permitted by the DGCL against all expenses,
liability and loss (including attorneys’ fees judgments, fines, special excise
taxes or penalties on amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith, including the right
to require advancement by us of attorneys’ fees and other expenses incurred in
defending any such proceeding in advance of its final disposition, provided that
we receive an undertaking from such person to repay all amounts so advanced if
it is ultimately determined that such person is not entitled to be indemnified.
We have entered into agreements with certain of our directors and executive
officers, which provide for indemnification of such persons in their capacities
of director and/or officer, and we maintain a directors’ and executive officers’
liability insurance policy as permitted by our Charter and
Bylaws.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
In
addition, following the Merger, the Company entered into indemnification
agreements, or the D&O Indemnification Agreements with our directors and
certain executive officers (Messrs. Berliner, Dailey, Giacalone, Hisey, Brodsky,
MacDonald, Siber, Yannantuono, Perkins, Lejman, Day, Hopkin and Colonnetta),
whereby the Company agreed to indemnify them, to the fullest extent permitted
under Delaware law, against all expenses, judgments, costs, fines and amounts
paid in settlement actually incurred by the directors in connection with any
civil, criminal, administrative or investigative action brought against the
directors by reason of their relationship with the Company. The D&O
Indemnification Agreements provide for indemnification rights regarding
third-party claims and in certain circumstances, proceedings brought by or in
the right of the Company. In addition, the D&O Indemnification Agreements
provide for the advancement of expenses incurred in connection with any
proceeding covered by the D&O Indemnification Agreements, as permitted by
Delaware law.
Also,
following the Merger, the Company and its subsidiaries entered into an
indemnification priority agreement with HM LLC to clarify the priority of
advancement of expenses and indemnification obligations among the Company, our
subsidiaries and any directors appointed by HM LLC and other related
matters.
Item
15. Recent Sales of Unregistered Securities
Pursuant
to the Merger Agreement, we issued 1,317,602 shares of Series A Preferred,
250,005 shares of Series B Preferred and 43,920,000 shares of our common stock
to the UniTek stockholders. The offer and sale of these shares in connection
with the Merger Agreement were made in reliance on an exemption from
registration under the Securities Act, pursuant to Section 4(2)
thereof.
On July
16, 2010, we amended our existing Term B Credit Facility to provide a Third
Incremental Term B Facility of up to $20.0 million. Upon closing of the
amendment, $15.0 million of the facility was made available to us. The
additional $5.0 million of the facility shall be available to us as early as
November upon the achievement of certain EBITDA levels and covenant compliance
as defined in the amendment. The proceeds were used to reduce the existing
balance on the Revolving Credit Facility to support future working capital
needs. The Third Incremental Term B Facility currently bears interest at the
same rate as the prior Term B Credit Facility. Pursuant to the terms of the
amendment, the lenders under the Third Incremental Term B Facility received
warrants to purchase an aggregate of 3,000,000 shares of our common stock. The
warrants have an exercise price of $0.01 per share, vested 25% upon issuance,
and the remaining warrants vest ratably through September 1, 2012. The warrants
contain a cashless exercise provision and provide for anti-dilution adjustments
in the case of reclassifications, consolidations, mergers or sales that impact
our common stock. The offer and sale of these warrants were made in reliance on
an exemption from registration under the Securities Act, pursuant to Section
4(2) thereof.
Item
16. Exhibits
|
+1.1
|
Form
of Underwriting Agreement
|
|
|
2.1
|
Agreement
and Plan of Merger, dated as of January 27, 2010, by and among Berliner
Communications, Inc., BCI East, Inc., Richard Berliner (as Parent
Representative), HM Capital Partners LLC (as Company Representative) and
Unitek Holdings, Inc. (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Berliner Communications, Inc.
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on June 4, 2010)
|
|
|
3.2
|
Certificate
of Designation for the Berliner Series A Preferred Stock of Berliner
Communications, Inc. (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
3.3
|
Certificate
of Designation for the Berliner Series B Preferred Stock of Berliner
Communications, Inc. (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
3.4
|
Amended
and Restated Bylaws of Berliner Communications, Inc. (Incorporated herein
by reference from Company’s Current Report on Form 8-K filed on January
27, 2010)
|
|
|
4.1
|
Registration
Rights Agreement, dated as of January 27, 2010, by and between Berliner
Communications, Inc. and those holders of capital stock of Berliner listed
on Exhibit A thereto (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
4.2
|
Voting
Agreement, dated as of January 27, 2010, by and among Berliner
Communications, Inc., HM Capital Partners, LLC, and those holders of
capital stock of Berliner listed on Exhibit A thereto (Incorporated herein
by reference from Company’s Current Report on Form 8-K filed on January
27, 2010)
|
|
|
4.3
|
Form
of Substitute Option (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
4.4
|
Form
of Substitute Warrant (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
4.5
|
Form
of Warrant (Incorporated herein by reference from Company’s Current Report
on Form 8-K filed on July 22, 2010)
|
|
|
4.6
|
Amendment
No. 1 to Registration Rights Agreement, dated as of July 16, 2010
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on July 22, 2010)
|
|
|
+5.1
|
Opinion
of Morgan, Lewis & Bockius LLP
|
|
|
10.1
|
Credit
Support Agreement, dated as of January 27, 2010, by and among Sector
Performance Fund, LP, SPF SBS LP, Unitek Holdings, Inc. and Berliner
Communications, Inc. (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.2.1
|
Employment
Agreement, dated as of July 5, 2009, by and between Unitek USA, LLC and
Peter Giacalone (Incorporated herein by reference from Company’s Current
Report on Form 8-K filed on January 27, 2010)
|
|
|
#10.2.2
|
Amendment
to Employment Agreement, dated as of December 23, 2009, by and between
Unitek USA, LLC and Peter Giacalone (Incorporated herein by reference from
Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.3.1
|
Employment
Agreement, dated as of July 5, 2009, by and between Unitek USA, LLC and C.
Scott Hisey (Incorporated herein by reference from Company’s Current
Report on Form 8-K filed on January 27, 2010)
|
|
|
#10.3.2
|
Amendment
to Employment Agreement, dated as of December 23, 2009, by and between
Unitek USA, LLC and C. Scott Hisey (Incorporated herein by reference from
Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
#10.4.1
|
Employment
Agreement, dated as of July 5, 2009, by and between Unitek USA, LLC and
Ronald J. Lejman (Incorporated herein by reference from Company’s Current
Report on Form 8-K filed on January 27, 2010)
|
|
|
#10.4.2
|
Amendment
to Employment Agreement, dated as of December 23, 2009, by and between
Unitek USA, LLC and Ronald J. Lejman (Incorporated herein by reference
from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.5
|
Amendment
to Employment Agreement, dated as of January 27, 2010, by and between
Berliner Communications, Inc. and Richard Berliner (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.6
|
Amendment
to Employment Agreement, dated as of January 27, 2010, by and between
Berliner Communications, Inc. and Robert Bradley (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.7.1
|
Amendment
to Employment Agreement, dated as of January 27, 2010, by and between
Berliner Communications, Inc. and Michael S. Guerriero (Incorporated
herein by reference from Company’s Current Report on Form 8-K filed on
January 27, 2010)
|
|
|
#10.7.2
|
Amendment
No. 2 to Employment Agreement, dated as of July 9, 2010, by and between
Berliner Communications, Inc. and Michael S. Guerriero (Incorporated
herein by reference from Company’s Current Report on Form 8-K filed on
July 12, 2010)
|
|
|
#10.8
|
Amendment
to Employment Agreement, dated as of January 27, 2010, by and between
Berliner Communications, Inc. and Nicholas Day (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
#10.9
|
Amendment
to Employment Agreement, dated as of January 27, 2010, by and between
Berliner Communications, Inc. and Raymond A. Cardonne, Jr. (Incorporated
herein by reference from Company’s Current Report on Form 8-K filed on
January 27, 2010)
|
|
|
#10.10
|
Assignment
of Employment Agreement dated as of April 27, 2010, by and between UniTek
USA LLC and Berliner Communications, Inc. and consented to by Peter
Giacalone (Incorporated herein by reference from Company’s Quarterly
Report on Form 10-Q filed on May 18, 2010)
|
|
|
#10.11
|
Assignment
of Employment Agreement dated as of April 27, 2010, by and between UniTek
USA LLC and Berliner Communications, Inc. and consented to by C. Scott
Hisey (Incorporated herein by reference from Company’s Quarterly Report on
Form 10-Q filed on May 18, 2010)
|
|
|
#10.12
|
Assignment
of Employment Agreement dated as of April 27, 2010, by and between UniTek
USA LLC and Berliner Communications, Inc. and consented to by Ronald J.
Lejman (Incorporated herein by reference from Company’s Quarterly Report
on Form 10-Q filed on May 18, 2010)
|
|
|
10.13
|
Form
of D&O Indemnification Agreement (Incorporated herein by reference
from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
10.14
|
Indemnification
Priority Agreement, dated as of January 27, 2010, by and among HM Capital
Partners LLC, Berliner Communications, Inc., BCI Communications, Inc.,
Unitek USA, LLC, Unitek Holdings, Inc., Unitek Midco, Inc. and Unitek
Acquisition, Inc. (Incorporated herein by reference from Company’s Current
Report on Form 8-K filed on January 27, 2010)
|
|
|
10.15
|
Amended
and Restated Monitoring and Oversight Agreement, dated as of January 27,
2010, by and among BCI Communications, Inc., Unitek USA, LLC, Unitek
Holdings, Inc., Unitek Midco, Inc., Unitek Acquisition, Inc. and HM
Capital Partners I LP (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on January 27,
2010)
|
|
|
10.16
|
Unitek
Holdings, Inc. 2007 Equity Incentive Plan (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on January 27,
2010)
|
|
|
10.17
|
First
Lien Credit Agreement, dated as of September 27, 2007 among Unitek
Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries of Unitek
Acquisition, Inc. as guarantors, the initial lenders, Royal Bank of Canada
and RBC Capital Markets. (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on February 2, 2010)
|
|
|
10.18
|
Amendment
No. 1 to the First Lien Credit Agreement, dated as of December 5, 2007,
among Unitek Acquisition, Inc., the other lenders parties to the First
Lien Credit Agreement referred to therein and Royal Bank of Canada
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on February 2,
2010)
|
|
10.19
|
Amendment
No. 2 to the First Lien Credit Agreement, dated as of March 26, 2008,
among Unitek Acquisition, Inc., the other lenders parties to the First
Lien Credit Agreement referred to therein and Royal Bank of Canada
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on February 2, 2010)
|
|
|
10.20
|
Amendment
No. 3 to the First Lien Credit Agreement, dated as of June 23, 2009, among
Unitek Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries of
Unitek Acquisition, Inc. as guarantors, the other lenders parties to the
First Lien Credit Agreement referred to therein and Royal Bank of Canada
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on February 2, 2010)
|
|
|
10.21
|
Amendment
No. 4 to the First Lien Credit Agreement, dated as of December 17, 2009,
among Unitek Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries
of Unitek Acquisition, Inc. as guarantors, the other lenders parties to
the First Lien Credit Agreement referred to therein and Royal Bank of
Canada (Incorporated herein by reference from Company’s Current Report on
Form 8-K filed on February 2, 2010)
|
|
|
10.22
|
Incremental
Term B Facility Amendment, dated as of December 21, 2007, among Unitek
Acquisition, Inc., the Incremental Term B Lender (as defined therein) and
Royal Bank of Canada (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on February 2, 2010)
|
|
|
10.23
|
Second
Incremental Term B Facility Amendment, dated as of July 2, 2008, among
Unitek Acquisition, Inc., the Incremental Term B Lender (as defined
therein) and Royal Bank of Canada (Incorporated herein by reference from
Company’s Current Report on Form 8-K filed on February 2,
2010)
|
|
|
10.24
|
Incremental
Term C Facility Amendment, dated as of December 21, 2007, among Unitek
Acquisition, Inc., the Incremental Term C Lenders (as defined therein) and
Royal Bank of Canada (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on February 2, 2010)
|
|
|
10.25
|
Second
Incremental Term C Facility Amendment, dated as of September 30, 2008,
among Unitek Acquisition, Inc., the Second Incremental Term C Lenders (as
defined therein) and Royal Bank of Canada (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on February 2,
2010)
|
|
|
10.26
|
Amendment
No. 1 to Second Incremental Term C Facility Amendment, dated as of May 15,
2009, among Unitek Acquisition, Inc., the Second Incremental Term C
Lenders (as defined therein) and Royal Bank of Canada (Incorporated herein
by reference from Company’s Current Report on Form 8-K filed on February
2, 2010)
|
|
|
10.27
|
Amendment
No. 2 to Second Incremental Term C Facility Amendment, dated as of
December 17, 2009, among Unitek Acquisition, Inc., the Second Incremental
Term C Lenders (as defined therein) and Royal Bank of Canada (Incorporated
herein by reference from Company’s Current Report on Form 8-K filed on
February 2, 2010)
|
|
|
10.28
|
Second
Lien Term Loan Agreement, dated as of September 27, 2007, among Unitek
Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries of Unitek
Acquisition, Inc. as guarantors, the initial lenders, Royal Bank of Canada
and RBC Capital Markets (Incorporated herein by reference from Company’s
Current Report on Form 8-K filed on February 2, 2010)
|
|
|
10.29
|
Amendment
No. 1 to the Second Lien Term Loan Agreement, dated as of May 15, 2009,
among Unitek Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries
of Unitek Acquisition, Inc. as guarantors, the financial institutions and
other lenders parties to the Second Lien Credit Agreement referred to
therein and Royal Bank of Canada (Incorporated herein by reference from
Company’s Current Report on Form 8-K filed on February 2,
2010)
|
|
|
10.30
|
Amendment
No. 2 to the Second Lien Term Loan Agreement, dated as of December 17,
2009, among Unitek Acquisition, Inc., Unitek Midco, Inc., certain
subsidiaries of Unitek Acquisition, Inc. as guarantors, the financial
institutions and other lenders parties to the Second Lien Credit Agreement
referred to therein and Royal Bank of Canada (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on February 2,
2010)
|
|
|
10.31
|
Loan
Authorization Agreement, dated as of September 25, 2007, among Unitek
Holdings, Inc. and BMO Capital Markets Financing, Inc. (Incorporated
herein by reference from Company’s Current Report on Form 8-K filed on
February 2, 2010)
|
|
10.32
|
First
Amendment to Loan Authorization Agreement, dated as of March 24, 2008,
among Unitek Holdings, Inc. and BMO Capital Markets Financing, Inc.
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on February 2, 2010)
|
|
|
10.33
|
Second
Amendment to Loan Authorization Agreement, dated as of September 15, 2009,
among Unitek Holdings, Inc. and BMO Capital Markets Financing, Inc.
(Incorporated herein by reference from Company’s Current Report on Form
8-K filed on February 2, 2010)
|
|
|
10.34
|
First
Incremental Revolving Credit Agreement, dated as of March 30, 2010, by and
among Unitek Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries
as subsidiary guarantors, Maxam Opportunities Fund LP and Maxam
Opportunities Fund (International) LP, and Royal Bank of Canada, as
Administrative Agent and Collateral Agent. (Incorporated herein by
reference from Company’s Quarterly Report on Form 10-Q filed on May 18,
2010)
|
|
|
10.35
|
Third
Incremental Term B Facility Amendment and Amendment No. 6 to the First
Lien Credit Agreement, dated as of July 16, 2010, by and among Unitek
Acquisition, Inc., Unitek Midco, Inc., certain subsidiaries as subsidiary
guarantors, the lenders under the Third Incremental Term B Facility, Royal
Bank of Canada and other lenders parties to the First Lien Credit
Agreement (Incorporated herein by reference from Company’s Current Report
on Form 8-K filed on July 22, 2010)
|
|
|
10.36
|
Amendment
No. 7 to the First Lien Credit Agreement, dated as of September 20, 2010,
by and among Unitek Acquisition, Inc., Unitek Midco, Inc., certain
subsidiaries as subsidiary guarantors, Royal Bank of Canada and the
lenders parties to the First Lien Credit Agreement (Incorporated herein by
reference from Company’s Current Report on Form 8-K filed on September 24,
2010)
|
|
|
+21
|
Subsidiaries
of the Registrant
|
|
|
**23.1
|
Consent
of BDO Seidman, LLP, independent registered public accounting
firm
|
|
|
**23.2
|
Consent
of Ernst & Young LLP, independent registered public accounting
firm
|
|
|
+23.3
|
Consent
of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1)
|
|
|
**24.1
|
Power
of Attorney
|
|
|
#
|
Management
contract or compensatory plan or
arrangement.
|
|
|
+
|
Filed
herewith.
|
|
|
**
|
Previously
filed.
|
(a)(1)
Financial
Statements
UniTek
Holdings, Inc. Consolidated Financial Statements for the years ended December
31, 2009 and 2008
(a)(2)
Financial Statement
Schedules
(b)
Exhibits
See Item
16.
Item
17. Undertakings
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
The
undersigned registrant hereby undertakes that:
|
|
1.
|
For
purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
|
|
|
2.
|
For
the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth
of Pennsylvania, on September 24, 2010.
|
UniTek
Global Services, Inc.
|
||
|
By:
|
/s/ C. Scott Hisey
|
|
|
Name:
C. Scott Hisey
Title:
Chief Executive Officer
|
||
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
|
Signature
|
Title
|
Date
|
|||
|
/s/ C. Scott Hisey
|
Chief
Executive Officer
|
September
24, 2010
|
|||
|
C.
Scott Hisey
|
(Principal
Executive Officer)
|
||||
|
*
|
Chief
Financial Officer and Treasurer
|
September
24, 2010
|
|||
|
Ronald
J. Lejman
|
(Principal
Financial and Accounting Officer)
|
||||
|
*
|
Director,
Chairman of the Board and President
|
September
24, 2010
|
|||
|
Peter
Giacalone
|
|||||
|
*
|
Director,
Chief Marketing Officer and
|
September
24, 2010
|
|||
|
Richard
Berliner
|
Chief Executive Officer of BCI Communications,
Inc.
|
||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Peter
Brodsky
|
|||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Daniel
Hopkin
|
|||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Joseph
Colonnetta
|
|||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Dean
MacDonald
|
|||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Mark
Dailey
|
|||||
|
*
|
Director
|
September
24, 2010
|
|||
|
Richard
Siber
|
|||||
|
*
|
/s/ C. Scott Hisey
|
||||
|
C.
Scott Hisey, as
Attorney-in-Fact
|