Form 8K 2nd Ammendment of Credit Agreement dated July 11, 2005
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): July 11, 2005
Plantronics,
Inc.
(Exact
name of
Registrant as Specified in its Charter)
Delaware
|
1-12696
|
77-0207692
|
(State
or
Other Jurisdiction of Incorporation or Organization)
|
(Commission
file number)
|
(I.R.S.
Employer Identification Number)
|
345
Encinal
Street
Santa
Cruz,
California 95060
(Address
of
Principal Executive Offices including Zip Code)
(831)
426-5858
(Registrant's
Telephone Number, Including Area Code)
N/A
|
(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))
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SECTION
1 -
Registrant’s Business and Operations
Item
1.01
Entry into a Material Definitive Agreement.
On
July 11, 2005, Plantronics, Inc. (“Plantronics.” or the “Company”) entered into
a Second Amendment to Credit Agreement (the “Second Amendment”), which amends
the Credit Agreement dated July 31, 2003 with Wells Fargo Bank, National
Association (“Wells Fargo”). In the original Credit Agreement, as amended by the
First Amendment to Credit Agreement dated August 1, 2004, Plantronics requested
the Bank to extend credit to the Company in the form of a revolving credit
facility with a letter of credit sub-facility to finance the operations of
the
Company and its Subsidiaries, including certain acquisitions, repurchases of
stock, and capital expenditures, and for other general corporate
purposes.
The
Second
Amendment extends the revolving termination date from August 1, 2006 to August
1, 2010, increases the revolving credit from $75,000,000 to $100,000,000, and
reduces the interest rate on LIBOR loans from 0.875% to 0.750%. Additionally,
the financial covenant requiring us to maintain a minimum interest coverage
ratio is replaced by a requirement that we maintain a minimum annual net income.
The Second Amendment also permits the Company’s acquisition of Altec Lansing
Technologies, Inc.
The
loans under the
revolving credit facility may be borrowed, prepaid and reborrowed until the
maturity date of August 1, 2010, at which time all loans must be repaid in
full.
The loans bear interest, at the Company’s option, at Wells Fargo’s prime rate
less 1.00% or at LIBOR plus 0.75%. Interest on the loans is payable monthly.
The
loans must be prepaid on certain change of control events.
The
revolving
credit facility contains restrictions on our ability to, among other things,
incur liens, dispose of assets, enter into consolidations and mergers, make
investments, incur indebtedness, enter into operating leases, pay dividends,
and
repurchase stock. It also requires us to maintain, in addition to a minimum
annual net income, a maximum leverage ratio and a minimum quick
ratio.
The
revolving
credit facility contains certain events of default, including failure to pay,
breach of representations and warranties, failure to comply with covenants,
cross-defaults to other indebtedness, insolvency, judgments and the occurrence
of a material adverse effect. The occurrence of an event of default could result
in the acceleration of all outstanding obligations under the revolving credit
facility.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set
forth under Item 1.01, “Entry into a Material Definitive Agreement,” is
incorporated herein by reference.
The
foregoing
description of the Second Amendment and the original Credit Agreement does
not
purport to be complete and is qualified in its entirety by reference to the
full
text of the Second Amendment, the First Amendment, and the original Credit
Agreement. A copy of the Second Amendment is filed with this report as Exhibit
10.1. The First Amendment and the original Credit Agreement are incorporated
herein by reference.
Exhibit
Number
|
Description
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10.15.1
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Second
Amendment dated as of July 11, 2005 to Credit Agreement dated July
30,
2003 between Wells Fargo Bank N.A.
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10.15.2
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Credit
Agreement dated as of October 31, 2003 between Registrant and Wells
Fargo
Bank N.A. (incorporated herein by reference from Exhibit (10.1) of
the
Registrant's Quarterly Report on Form 10-Q (File No. 001-12696),
filed on
November 7, 2003).
|
10.15.3
|
Credit
Agreement Amendment No. 1 dated as of August, 1, 2004, between Registrant
and Wells Fargo Bank N.A. (incorporated herein by reference from
Exhibit
(10.15.2) to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001- 12696), filed on November
5,
2004).
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SIGNATURE
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PLANTRONICS,
INC.
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Date: July
15, 2005
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By:
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/s/ Barbara
Scherer
|
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Barbara
Scherer
|
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Senior
Vice
President and Chief Financial
Officer
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