Attached files

file filename
EX-10.1 - LETTER, DATED FEBRUARY 2, 2012, FROM OBSIDIAN, LLC - Dialogic Inc.d293988dex101.htm
EX-10.2 - AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT - Dialogic Inc.d293988dex102.htm

 

 

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): February 2, 2012

 

 

DIALOGIC INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33391   94-3409691

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1504 McCarthy Boulevard

Milpitas, California

  95035
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 750-9400

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 February 2, 2012, Dialogic Inc. (the “Company”) obtained a letter (the “Letter”) from Obsidian, LLC, Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC and Tennenbaum Opportunities Partners V, LP, (collectively, the “Term Loan Lenders”) confirming that they will not under any circumstances accelerate the maturity date of amounts due under the Company’s Second Amended and Restated Credit Agreement, dated October 10, 2010, as amended, by and among the Company, Dialogic Corporation, a British Columbia corporation and a wholly owned subsidiary of the Company, certain other subsidiaries of the Company, and the Term Loan Lenders, on or before March 15, 2012.

The description of the Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

On February 6, 2012, Dialogic Corporation entered into an Amendment No. 3 (the “Third Amendment”) to the Forbearance Agreement dated November 14, 2011 (the “Forbearance Agreement”) with certain lenders (the “Lenders”) and Wells Fargo Foothill Canada ULC (the “Agent”) in connection with that certain credit agreement, dated March 5, 2008, as amended, by and between Dialogic Corporation, the Lenders and the Agent (the “Credit Agreement”). Pursuant to the terms of the Third Amendment, each of the Lenders and the Agent agreed to forbear from exercising its rights and remedies under the Credit Agreement, including the right to accelerate the maturity date of amounts outstanding under the Credit Agreement and realize on its collateral under the terms of the Credit Agreement, with respect to certain existing and anticipated defaults by the Company under the Credit Agreement, as described in the Forbearance Agreement, until the earliest of (i) March 6, 2012, (ii) the occurrence of any additional Event of Default (as defined in the Credit Agreement), which for this purpose includes the exercise by any third party of any rights or remedies against the Company, Dialogic Corporation or any of Cantata Technology, Inc., Dialogic Distribution Ltd., Dialogic Networks (Israel) Ltd. and Dialogic do Brasil Comércio de Equipamentos Para Telecomunicação LTDA, which are wholly owned subsidiaries of the Company, or (iii) the occurrence of any Termination Event (as defined in the Credit Agreement) in exchange for a release of claims by Dialogic Corporation against the Lenders and Agent.

The description of the Third Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Letter, dated February 2, 2012, from Obsidian, LLC, Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC and Tennenbaum Opportunities Partners V, LP to the Company.
10.2    Amendment No. 3 to Forbearance Agreement, dated as of February 6, 2012, by and among Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as the administrative agent for the Lenders, certain financial institutions party thereto as Lenders, and Dialogic Corporation, a British Columbia corporation.


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.

 

    DIALOGIC INC.

Dated: February 6, 2012

   
    By:  

/s/ John Hanson

      John Hanson
      Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Letter, dated February 2, 2012, from Obsidian, LLC, Special Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC and Tennenbaum Opportunities Partners V, LP to the Company.
10.2    Amendment No. 3 to Forbearance Agreement, dated as of February 6, 2012, by and among Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as the administrative agent for the Lenders, certain financial institutions party thereto as Lenders, and Dialogic Corporation, a British Columbia corporation.