Attached files
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EX-10.1 - EXHIBIT 10.1 - QUIKSILVER INC | a57969exv10w1.htm |
EX-99.2 - EXHIBIT 99.2 - QUIKSILVER INC | a57969exv99w2.htm |
EX-99.1 - EXHIBIT 99.1 - QUIKSILVER INC | a57969exv99w1.htm |
EX-10.2 - EXHIBIT 10.2 - QUIKSILVER INC | a57969exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 29, 2010
November 29, 2010
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-14229 | 33-0199426 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
incorporation) | Number) |
15202 Graham Street, Huntington Beach, CA | 92649 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (714) 889-2200
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 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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.
On November 29, 2010, Quiksilver, Inc., as a guarantor, Quiksilver Americas, Inc., as lead
borrower, and certain other U.S. and Canadian subsidiaries of Quiksilver, Inc., as borrowers
(collectively, the Borrower) or guarantors, entered into the Second Amendment to Credit Agreement
(the Second Amendment) by and among the Borrower, the guarantors party thereto, Bank of America,
N.A. (Bank of America), as administrative agent and co-collateral agent, General Electric Capital
Corporation (GECC), as co-collateral agent, and the lenders party thereto. The Second Amendment
amends the credit agreement, dated as of July 31, 2009 (as previously amended by the First
Amendment to Credit Agreement, dated as of August 27, 2010, the Revolving Facility), by and among
Quiksilver Inc., as a guarantor, the Borrower, Bank of America, as administrative agent and
co-collateral agent, GECC, as co-collateral agent, and the guarantors and lenders party thereto.
The Second Amendment, the form of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference, amends certain provisions of the Revolving Facility to, among other things,
permit guarantees by Quiksilver, Inc. and certain of its subsidiaries of the obligations in respect
of the Senior Notes due 2017 proposed to be issued by Boardriders S.A., a wholly-owned European
subsidiary of Quiksilver, Inc. (Boardriders).
The foregoing description of the Second Amendment is not complete and is qualified in its
entirety by reference to the Second Amendment, the form of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
On November 29, 2010, Quiksilver, Inc., as a guarantor, Quiksilver Americas, Inc., as
borrower, and certain other U.S. subsidiaries of Quiksilver, Inc., as guarantors, entered into the
First Amendment to Term Loan Agreement (the First Amendment) by and among Quiksilver Americas,
Inc., the guarantors party thereto, Bank of America, as administrative agent and co-collateral
agent, and the lenders party thereto. The First Amendment amends the term loan agreement, dated as
of October 27, 2010 (the Term Loan Facility), by and among Quiksilver, Inc., as a guarantor,
Quiksilver Americas, Inc., as borrower, Bank of America, as administrative agent and co-collateral
agent, and lenders party thereto.
The First Amendment, the form of which is filed as Exhibit 10.2 hereto and is incorporated
herein by reference, amends certain provisions of the Term Loan Facility to, among other things,
permit guarantees by Quiksilver, Inc. and certain of its subsidiaries of the obligations in respect
of the Senior Notes due 2017 proposed to be issued by Boardriders.
The foregoing description of the First Amendment is not complete and is qualified in its
entirety by reference to the First Amendment, the form of which is filed as Exhibit 10.2 hereto and
is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Conditions.
This Current Report furnishes the press release issued by Quiksilver, Inc. on November 29,
2010 to announce its preliminary estimated results for the fourth quarter of fiscal 2010 and the full fiscal year ended
October 31, 2010, and its preliminary outlook for fiscal 2011. The press
release is attached as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01. Other Events.
Quiksilver, Inc. also issued a press release on November 29, 2010 to announce the proposed
private offering of up to 200 million aggregate principal amount of Senior Notes due 2017 of
Boardriders. The press release is attached as Exhibit 99.2 and is herein incorporated by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits: |
Exhibit No. | Exhibit Title or Description | |
10.1
|
Form of Second Amendment to Credit Agreement | |
10.2
|
Form of First Amendment to Term Loan Agreement | |
99.1
|
Press Release dated November 29, 2010, issued by Quiksilver, Inc., regarding preliminary estimated results and preliminary outlook | |
99.2
|
Press Release dated November 29, 3010, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Notes due 2017 of Boardriders S.A. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be singed on its behalf by the undersigned hereunto duly authorized.
Date: November 29, 2010 | Quicksilver, Inc. (Registrant) |
|||
By: | /s/ Joseph Scirocco | |||
Joseph Scirocco | ||||
Chief Financial Officer and Chief Operating Officer | ||||
Index to Exhibits
Exhibit No. | Exhibit Title or Description | |
10.1
|
Form of Second Amendment to Credit Agreement | |
10.2
|
Form of First Amendment to Term Loan Agreement | |
99.1
|
Press Release dated November 29, 2010, issued by Quiksilver, Inc., regarding preliminary estimated results and preliminary outlook | |
99.2
|
Press Release dated November 29, 3010, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Notes due 2017 of Boardriders S.A. |