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): November 16, 2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-28579
(Commission
File Number)
|
75-2233445
(IRS
Employer Identification No.)
|
|
|
1777
Sentry Parkway West, Blue Bell, PA
(Address
of Principal Executive Offices)
|
19422
(Zip
Code)
|
||
Registrant’s
telephone number, including area code: (267) 464-1700
Not
applicable
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
As previously disclosed, on November
16, 2010, UniTek Global Services, Inc. (the “Company” or the “Registrant”)
entered into several agreements in connection with the closing on that date of
the Company’s registered public offering (the “Offering”) of 19,000,000 shares
of its common stock, par value $0.00002 per share (the “Common Stock”), pursuant
to the Company’s Registration Statement on Form S-1 (Commission File No.
333-168854) (the “Registration Statement”). These agreements
are:
1. The Series B Preferred Stock
Conversion Agreement (the “Conversion Agreement”), dated as of November 16,
2010, by and among the Company and the holders of the Series B Convertible
Preferred Stock of the Company, par value $0.00002 per share (the “Series B
Preferred Stock”), set forth on the signature pages thereto.
As described in the prospectus included
in the Registration Statement (the “Prospectus”), the Conversion Agreement
provided for the conversion of the Series B Preferred Stock into shares of the
Common Stock in a manner that gave effect to the two-for-one liquidation
preference of the Series B Preferred Stock and a conversion price representing a
6.5% discount to the offering price to the public of the shares of Common Stock
issued and sold in the Offering.
2. The Nominating Agreement (the
“Nominating Agreement”), dated as of November 16, 2010, by and among the Company
and those holders of capital stock of the Company listed on Exhibit
A
thereto.
As described in the Prospectus, the
Nominating Agreement memorializes an agreement between the Company and certain
of its stockholders who are affiliates of HM Capital Partners, LLC, that so long
as those entities collectively own beneficially or of record or otherwise have
the right to vote or consent with respect to certain threshold levels of the
outstanding shares of the Common Stock, they will have the collective right to
nominate up to three directors. The agreement also contains provisions designed
to comply with the interpretations of the NASDAQ Global Market, which provide
that the number of nominees who can be designated as a percentage of a board
cannot exceed the approximate percentage ownership in the company by the
nominating party.
3. The
Monitoring & Oversight Termination Agreement (the “M&O Termination
Agreement”), dated as of November 16, 2010, by and among the Company, BCI
Communications, Inc., a Delaware corporation and a wholly-owned subsidiary of
the Company, Unitek USA, LLC, a Delaware limited liability company, UniTek
Holdings, Inc., a Delaware corporation (together with its successors,
“Holdings”), UniTek Midco, Inc., a Delaware corporation and UniTek Acquisition,
Inc., a Delaware corporation, and HM Capital Partners I, LP, a Delaware limited
partnership (together with its successors, “HM LP”).
As described in the Prospectus, the
M&O Termination Agreement terminated the Company’s Monitoring &
Oversight Termination Agreement and calls for the Company to pay a termination
fee of $4.3 million (payable in cash or stock, as described below) that would
only become payable once the following two conditions are met:
|
·
|
The
Sector Performance Fund, LP, a Delaware limited partnership (the “Sector
Fund”), which is an affiliate of HM LP, sells its entire ownership stake
in the Company, and
|
|
·
|
the
average price per share of Common Stock realized by the Sector Fund is
above its basis, which basis will be calculated as of the closing of the
Offering when the Series B Preferred Stock owned by the Sector Fund
converts into Common Stock.
|
If the two conditions above are met and
the termination payment becomes payable, the Company will be entitled to satisfy
this obligation in either cash or shares of the Common Stock, at its sole
discretion. If payment is made in shares of the Common Stock, the stock price
would be calculated using the 20-day trailing average share price as of the date
that the two conditions above are met and the termination payment becomes
payable.
4. The Credit Support Termination
Agreement (the “Credit Support Termination Agreement”), dated as of November 16,
2010, by and among the Sector Fund, SPF SBS LP, a Delaware limited partnership,
Holdings and the Company.
As described in the Prospectus, the
Credit Support Termination Agreement terminated the Company’s Credit Support
Agreement upon the consummation of the Offering and the repayment in full of all
indebtedness under the BMO Loan (as defined in the Credit Support
Agreement). The BMO Loan was repaid in full with proceeds of the
Offering.
SIGNATURE
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.
| UNITEK GLOBAL SERVICES, INC. | |||
|
Date:
November 22, 2010
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By:
|
/s/ Ronald J. Lejman | |
| Name: Ronald J. Lejman | |||
| Title: Chief Financial Officer and Treasurer | |||