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EX-10.1 - EX-10.1 - TEKELEC | v58393exv10w1.htm |
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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): January 13, 2011
TEKELEC
(Exact name of registrant as specified in its charter)
California | 000-15135 | 95-2746131 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5200 Paramount Parkway, Morrisville, North Carolina | 27560 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (919) 460-5500
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 Communication 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)) |
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Item 1.01 Entry into a Material Definitive Agreement.
On January 13, 2011, Tekelec (the Company) entered into an Amended and Restated Credit
Agreement (the Amended and Restated Credit Agreement) by and among the Company, the Companys
Belgian subsidiary, Tekelec International, SPRL (each, a Borrower, and together, the
Borrowers), the lenders who are or may become a party thereto and Wells Fargo Bank, N.A. (the
Bank), as successor by merger to Wachovia Bank, National Association, as administrative agent,
swingline lender and issuing lender. The Amended and Restated Credit Agreement amends and restates
in its entirety the Credit Agreement dated as of October 2, 2008, between the Company and the Bank,
as successor by merger to Wachovia Bank, National Association, as amended by that certain First
Amendment dated as of December 10, 2008, Second Amendment dated as of February 6, 2009, Third
Amendment dated as of June 12, 2009, Fourth Amendment dated as of October 2, 2009, Fifth Amendment
and First Extension Option dated as of December 30, 2009, Sixth Amendment and Limited Consent to
Credit Agreement dated as of May 3, 2010 and Seventh Amendment dated as of October 1, 2010 (as
amended, the Original Credit Agreement).
The Amended and Restated Credit Agreement amended the Original Credit Agreement to, among
other changes, increase the aggregate amount of the revolving credit facility provided for therein
from $50 million to $75 million and extend the maturity date of the revolving credit facility and
of the related swingline subfacility from October 2, 2012 to January 12, 2016 (the Maturity
Date). Pursuant to the Amended and Restated Credit Agreement, (i) the Borrowers may borrow up to
an aggregate principal amount of $75 million for general corporate purposes, (ii) the Company may
borrow up to $10 million of such amount under a swingline subfacility and (iii) the Bank agrees to
issue commercial letters of credit and standby letters of credit prior to the Maturity Date,
provided that each letter of credit shall expire no later than the one-year anniversary of the
Maturity Date, and provided further that the Bank shall have no obligation to issue any letter of
credit if after giving effect to such letter of credit the dollar amount of all outstanding letters
of credit would exceed $20 million or the aggregate amount of borrowings under the Amended and
Restated Credit Agreement would exceed $75 million. At the time of entering into the Amended and
Restated Credit Agreement, the Company had approximately $2.7 million of borrowings outstanding
under the letter of credit facility under the Original Credit Agreement, which borrowings became
obligations under the Amended and Restated Credit Agreement.
Borrowings under the Amended and Restated Credit Agreement (i) by the Company for revolving
loans in U.S. Dollars, bear interest, at the Companys election, at the base rate, calculated at
the higher of the prime rate and the federal funds rate plus 1/2 of 1%, or at the Banks LIBOR rate
plus the applicable margin for the one, two or three month interest period selected by the Company,
(ii) by Tekelec International, SPRL for revolving loans in Euros, bear interest at the Banks LIBOR
rate plus the applicable margin for the one, two or three month interest period selected by Tekelec
International, SPRL, and (iii) by the Company for swingline loans in U.S. Dollars, bear interest at
the base rate, calculated at the higher of the prime rate and the federal funds rate plus 1/2 of 1%,
plus the applicable margin. The foregoing rates are the current rates and are subject to adjustment
over time based on financial ratios. If the Borrowers default under the Amended and Restated
Credit Agreement, the Bank may at its option increase the interest rate on all outstanding
principal balances to 2.0% more than the rate otherwise applicable. The Company is required to pay
to the Bank
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certain fees, including a commitment fee of $90,000 and an undrawn fee at a rate per annum
equal to the applicable margin on the average daily unused portion of the revolving credit
commitment, payable quarterly in arrears. In addition, the applicable Borrower is required to pay
fees in connection with each letter of credit, including a commission at a rate per annum equal to
the applicable margin, payable quarterly in arrears, and an advance issuance or extension fee, as
applicable, equal to the greater of $300 and 0.15% per annum on the face amount thereof pro-rated
from the date of issuance or extension, as applicable, to the expiration date thereof.
The foregoing description of the amendments to the Original Credit Agreement and of the
Amended and Restated Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Credit Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described above under Item 1.01. Entry into a Material Definitive Agreement
is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits | ||
The following Exhibit 10.1 is filed as part of this Form 8-K: |
Exhibit No. | Description | |
10.1
|
Amended and Restated Credit Agreement dated as of January 13, 2011, by and among the Company, Tekelec International, SPRL, the lenders who are or may become a party thereto, and Wells Fargo Bank, N.A., as administrative agent, swingline lender and issuing lender |
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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.
Tekelec |
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Dated: January 18, 2011 | By: | /s/ Stuart H. Kupinsky | ||
Stuart H. Kupinsky | ||||
Senior Vice President, Corporate
Affairs and General Counsel |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Amended and Restated Credit Agreement, dated as of January 13, 2011, by and among the Company, Tekelec International, SPRL, the lenders who are or may become a party thereto, and Wells Fargo Bank, N.A., as administrative agent, swingline lender and issuing lender |