eps3676.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): January 7,
2010
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AMERICAN
BILTRITE INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-4773
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04-1701350
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(State
or other jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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57
River Street, Wellesley Hills, Massachusetts 02481-2097
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(Address
of principal executive offices, including zip
code)
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(781)
237-6655
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(Registrant's
telephone number, including area
code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02. Termination of a Material Definitive
Agreement.
American
Biltrite Inc. (the “Company”) and its subsidiary American Biltrite Far East,
Inc. (“ABFE”) sent notice of termination of two financing agreements, a
Receivables Finance Agreement and a Debt Purchase Agreement, to their
counterparty, Faunus Group International, Inc. (“FGI”), on January 7,
2010. The Company and ABFE each determined that their respective
agreements were not in their best interests to continue in light of current
market conditions and other reasons and so decided to send notice of
termination. Under those agreements, a notice of termination from the
Company or ABFE, as applicable, is only effective seven days after receipt by
FGI.
Pursuant
to the Receivables Finance Agreement, FGI made payments to ABFE in exchange for
ABFE’s selling or assigning to FGI all of ABFE’s rights in and to certain
accounts receivable generated by ABFE with account debtors whose principal place
of business or chief executive office was not in the United States and the
related insurance policies. Pursuant to the Debt Purchase Agreement,
FGI made payments to the Company in exchange for the Company’s agreement to sell
and assign to FGI all of the Company’s rights in and to certain accounts
receivable generated by the sale of inventory by the Company’s Belgian division
and the related insurance policies. The maximum aggregate amount of
accounts receivable that FGI was to purchase from ABFE under the Receivables
Finance Agreement and from the Company under the Debt Purchase Agreement,
respectively, was $2,000,000 (United States dollars).
The
obligations of ABFE and the Company under the Receivables Finance Agreement and
the Debt Purchase Agreement were secured pursuant to related security
agreements, which placed liens upon, and granted security interests in, certain
assets of ABFE and the Company, respectively. ABFE and the Company
also each guaranteed the obligations of the other under the Receivables Finance
Agreement and the Debt Purchase Agreement, respectively, pursuant to separate
guarantees, and to that end, granted FGI security interests in specified
assets.
The Company and FGI are determining final payout amounts
with respect to the termination of the agreements, including termination fees
payable by the Company and ABFE to FGI, which the Company expects would
equal $40,000 for each agreement, and payments of
all outstanding balances and accrued fees and charges under each agreement by
the Company and ABFE. Any accounts receivable sold to FGI under the
agreements and still outstanding will be re-assigned to the Company and ABFE, as
applicable.
The
foregoing descriptions of the Receivables Finance Agreement and the Debt
Purchase Agreement are qualified in their entirety by the Receivables Finance
Agreement and Debt Purchase Agreement, copies of which are incorporated by
reference herein to the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on July 7, 2009.
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.
Date: January
13, 2010
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AMERICAN
BILTRITE INC.
By:
_/s/ Howard N.
Feist III__________
Name: Howard
N. Feist III
Title: Chief
Financial Officer
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