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):
MARCH 11, 2009
GLOBECOMM SYSTEMS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
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000-22839
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11-3225567 |
(COMMISSION FILE NUMBER)
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(I.R.S. EMPLOYER IDENTIFICATION NO.) |
45 Oser Avenue
Hauppauge, New York 11788
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(631) 231-9800
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 March 11, 2009, Citibank, N.A. and Globecomm Systems Inc. (the Company), entered into a
one year $50 million committed, broad-based secured credit facility. The credit facility, which is
a restatement of the Companys previously uncommitted credit facility with Citibank, includes the
following sub-limits: (1) $30 million available for standby letters of credit; (2) $20 million
available for commercial letters of credit; (3) a line for up to two term loans, each having a term
of no more than five years, in the aggregate amount of up to $25 million that can be used for
acquisitions; and (4) $7.5 million available for revolving credit borrowings. Additionally, the
Company has renewed its foreign exchange line in the amount of $10 million. The credit facility
will be available until March 9, 2010.
Obligations under the credit facility are secured by all the personal property of the Company
and are guaranteed by the Companys subsidiaries. The Companys ability to borrow amounts under
the credit facility is subject to customary documentation, including security documents,
satisfaction of certain customary conditions precedent, and compliance with terms and conditions
included in the credit documents. The various covenants in the credit facility are generally
consistent with the types of covenants that were applicable under the Companys existing credit
facility. These covenants include, among other things, customary restrictions on the Companys
ability to incur indebtedness or grant liens, pay dividends or make stock repurchases, engage in
businesses other than those engaged in on the effective date of the credit facility and similar or
related businesses, enter into transactions with affiliates, amend its governing documents, and
merge, consolidate, or dispose of assets. The Company is also required to comply with various
ongoing financial covenants, including with respect to the Companys leverage ratio, liquidity
ratio, minimum cash balance, debt service ratio and minimum capital base. If the Company does not
comply with the various financial and other covenants and requirements of the credit facility,
Citibank, N.A. may, subject to various customary cure rights, require the immediate payment of all
amounts outstanding under the credit facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure required by this Item is included in Item 1.01 of this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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10.1
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Credit agreement, dated March 11, 2009, by and between Globecomm Systems Inc.
and Citibank, N.A. (filed herewith). |
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99.1
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Press Release, dated March 13,
2009, entitled Globecomm Systems Enters Into Broad-Based Credit
Facility with Citibank (filed herewith). |