Unassociated Document
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): August 2, 2010
INNERWORKINGS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
000-52170
(Commission
File
Number)
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20-5997364
(I.R.S.
Employer
Identification
No.)
|
|
|
|
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600
West Chicago Avenue
Suite
850
Chicago,
Illinois
|
60654
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
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(312)
642-3700
(Registrant’s
telephone number, including area code)
|
|
(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:
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
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Entry
into a Material Definitive
Agreement.
|
On August
2, 2010, InnerWorkings, Inc. (the “Company”) entered into a Credit Agreement
with Bank of America, N.A., that matures on August 2, 2014. The agreement
replaces the Company’s current credit agreement with JPMorgan Chase Bank, N.A.
and provides for a senior secured revolving credit facility in an initial
aggregate principal amount of up to $100.0 million. Outstanding borrowings under
the revolving credit facility are guaranteed by the Company’s material domestic
subsidiaries. The Company’s obligations under the Credit Agreement and such
domestic subsidiaries’ guaranty obligations are secured by substantially all of
their respective assets. Interest is payable at the adjusted LIBOR rate or the
alternate base rate, as elected by the Company. The terms of the revolving
credit facility include various covenants, including covenants that require the
Company to maintain a maximum leverage ratio, a minimum interest coverage ratio
and a minimum net worth. The borrowings may be used for general corporate and
working capital purposes of the Company and its subsidiaries in the ordinary
course of business, for permitted acquisitions, for capital expenditures and for
restricted payments, including the repurchase of shares of the Company’s common
stock, as permitted pursuant to the terms of the agreement.
Item 2.02
|
Results
of Operations and Financial
Condition.*
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On August
5, 2010, the Company issued a press release announcing financial results for its
fiscal quarter ended June 30, 2010. A copy of the press release is
attached hereto as Exhibit 99.1.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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99.1*
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Press
Release dated August 5, 2010.
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*The
information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
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.
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INNERWORKINGS,
INC.
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Dated:
August 5, 2010
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By:
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/s/ Joseph
M. Busky |
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Name:
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Joseph
M. Busky
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Title:
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Chief
Financial
Officer
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Exhibit Index
Exhibit No.
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Description
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99.1*
|
|
Press
Release dated August 5, 2010.
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*The
information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.