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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 25, 2003
Date of Report (Date of earliest event reported)
Commission File Number: 000-27743
PAC-WEST TELECOMM, INC.
| California | 68-0383568 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 1776 W. March Lane, Suite 250 | ||
| Stockton, California | 95207 | |
| (Address of principal executive offices) | (Zip Code) |
(209) 926-3300
(Registrant’s telephone number, including area code)
| Item 7. Financial Statements and Exhibits. | ||||||||
| Item 9. Regulation FD Disclosure. | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| Press Release | ||||||||
| First Supplemental Indenture | ||||||||
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TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits.
Item 9.
Regulation FD Disclosure.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 | Press Release, dated November 25, 2003. | |
| 99.2 | First Supplemental Indenture, dated November 25, 2003. |
Item 9. Regulation FD Disclosure.
Expiration of Early Tender Premium Deadline
On November 25, 2003, Pac-West Telecomm, Inc., a California corporation (“Pac-West,” or the “Company”), issued a press release announcing that, pursuant to its previously announced cash tender offer (the “Tender Offer”) to purchase up to $59.0 million, or 62.0%, of the $95.1 million outstanding principal amount of its Series B 13.5% Senior Notes due 2009, it had received valid tenders and consents representing greater than a majority in principal amount of the senior notes outstanding as of the expiration of the early tender premium deadline at 5:00 p.m., New York City time, on November 25, 2003. Pursuant to the terms of the Tender Offer, the Company has executed a supplemental indenture, which, on the settlement date, will among other things, remove substantially all of the restrictive covenants of the indenture governing the Notes. Upon execution of the supplemental indenture, the withdrawal deadline expired. Accordingly, pursuant to the terms of the Tender Offer, any tender, whether made before or after the withdrawal deadline, may now no longer be withdrawn.
As of the early tender premium deadline, 5:00 p.m., New York City time, on November 25, 2003, $76.8 million in aggregate principal amount, or approximately 80.7%, of the Notes outstanding had been validly tendered and not withdrawn. The amount of the Notes tendered and not withdrawn prior to the early tender deadline exceeds the $59.0 million maximum principal amount of the Notes the Company offered to purchase. As a result, assuming all of the conditions to completing the Tender Offer are satisfied or waived, the Company expects to accept $59.0 million of the validly tendered Notes, whether tendered prior to or following the early tender premium deadline, on a pro rata basis.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on December 18, 2003.
A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the First Supplemental Indenture, dated November 25, 2003, is attached hereto as Exhibit 99.2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| PAC-WEST TELECOMM, INC | ||
| (Registrant) | ||
| Dated: November 25, 2003 | By: /s/ H. Ravi Brar | |
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| H. Ravi Brar | ||
| Chief Financial Officer |
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INDEX TO EXHIBITS
| 99.1 | Press Release, dated November 25, 2003. | |
| 99.2 | First Supplemental Indenture, dated November 25, 2003. |