8-K 1 l04690ae8vk.txt LEXINGTON PRECISION CORPORATION 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) December 18, 2003 Lexington Precision Corporation -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-3252 22-1830121 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 767 Third Avenue, New York, NY 10017 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 319-4657 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On December 18, 2003, Lexington Precision Corporation (the "Company") completed a refinancing of substantially all of its outstanding debt. In connection therewith, on December 18, 2003, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit 4.1 Indenture, dated as of December 18, 2003, between Lexington Precision Corporation and Wilmington Trust Company, as Trustee. Exhibit 4.2 Registration Rights Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and Purchasers listed therein. Exhibit 4.3 Form of Unit. Exhibit 4.4 Form of Warrant. Exhibit 4.5 Form of 12% Senior Subordinated Note due August 1, 2003. Exhibit 4.6 Form of 13% Junior Subordinated Note due November 1, 2009. Exhibit 10.1 Exchange Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and each of Michael A. Lubin and Warren Delano. Exhibit 10.2 Warrant Agent Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and Wilmington Trust Company, as Warrant Agent. Exhibit 10.3 Amended and Restated Loan and Security Agreement, dated as of December 18, 2003, by and among Lexington Precision Corporation and Lexington Rubber Group, Inc., as borrowers, and Congress Financial Corporation, as Agent, The Cit Group/ Commercial Financing, Inc., as Co-Agent and the Lenders from time to time party thereto. Exhibit 10.4 Pledge and Security Agreement, dated as of December 18, 2003, made by Lexington Precision Corporation in favor of Congress Financial Corporation, as agent. Exhibit 10.5 Amended and Restated Term Promissory Note, dated as of December 18, 2003, made by Lexington Precision Corporation in favor of Congress Financial Corporation, as agent, in the original principal amount of $4,000,000. Exhibit 10.6 Amended and Restated Term Promissory Note, dated as of December 18, 2003, made by Lexington Rubber Group, Inc. in favor of Congress Financial Corporation, as agent, in the original principal amount of $9,500,000. Exhibit 10.7 Loan and Security Agreement, dated December 18, 2003, by and among Lexington Precision Corporation and Lexington Rubber Group, Inc., as Borrowers, Ableco Finance LLC, as Agent, and the lenders from time to time party thereto. Exhibit 10.8 Pledge and Security Agreement, dated December 18, 2003, made by Lexington Precision Corporation in favor of Ableco Finance LLC, as agent. Exhibit 10.9 Payoff Agreement, dated as of December 18, 2003, by and between Nomura Special Situations Investment Trust and Lexington Precision Corporation. Exhibit 99.1 Press release dated December 18, 2003. 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. Dated: December 18, 2003 LEXINGTON PRECISION CORPORATION By: /s/ Warren Delano -------------------------------- Warren Delano President EXHIBIT INDEX
Exhibit Number Exhibit Name Location ------ ------------ -------- 4.1 Indenture, dated as of December 18, 2003, between Lexington Filed herewith Precision Corporation and Wilmington Trust Company, as Trustee. Filed herewith 4.2 Registration Rights Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and Purchasers listed therein. Filed herewith 4.3 Form of Unit. Filed herewith 4.4 Form of Warrant. Filed herewith 4.5 Form of 12% Senior Subordinated Note due August 1, 2003. Filed herewith 4.6 Form of 13% Junior Subordinated Note due November 1, 2009. Filed herewith 10.1 Exchange Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and each of Michael A. Lubin and Warren Delano. Filed herewith 10.2 Warrant Agent Agreement, dated as of December 18, 2003, between Lexington Precision Corporation and Wilmington Trust Company, as Warrant Agent. Filed herewith 10.3 Amended and Restated Loan and Security Agreement, dated as of December 18, 2003, by and among Lexington Precision Corporation and Lexington Rubber Group, Inc., as borrowers, and Congress Financial Corporation, as Agent, The Cit Group/ Commercial Financing, Inc., as Co-Agent and the Lenders from time to time party thereto. Filed herewith 10.4 Pledge and Security Agreement, dated as of December 18, 2003, made by Lexington Precision Corporation in favor of Congress Financial Corporation, as agent. Filed herewith
10.5 Amended and Restated Term Promissory Note, dated as of December 18, 2003, made by Lexington Precision Corporation in favor of Congress Financial Corporation, as agent, in the original principal amount of $4,000,000. Filed herewith 10.6 Amended and Restated Term Promissory Note, dated as of December 18, 2003, made by Lexington Rubber Group, Inc. in favor of Congress Financial Corporation, as agent, in the original principal amount of $9,500,000. Filed herewith 10.7 Loan and Security Agreement, dated December 18, 2003, by and among Lexington Precision Corporation and Lexington Rubber Group, Inc., as Borrowers, Ableco Finance LLC, as Agent, and the lenders from time to time party thereto. Filed herewith 10.8 Pledge and Security Agreement, dated December 18, 2003, made by Lexington Precision Corporation in favor of Ableco Finance LLC, as agent. Filed herewith 10.9 Payoff Agreement, dated as of December 18, 2003, by and between Nomura Special Situations Investment Trust and Lexington Precision Corporation. Filed herewith 99.1 Press release dated December 18, 2003. Filed herewith