8-K

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 23, 2014

ZAGG Inc

(Exact name of registrant as specified in its charter)

Nevada	001-34528	20-2559624
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 South 500 West, Suite J

Salt Lake City, Utah 84115

(Address of principal executive offices)

Registrant’s telephone number, including area code: (801) 263-0699

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

[ ] 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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Third Amendment to Wells Fargo Credit Agreement

On December 23, 2014, ZAGG Inc (the “Company”) and Wells Fargo Bank, National Association (“Wells Fargo” or the “Bank”), entered into the Third Amendment to Credit Agreement (“Amendment”), which modifies the original Credit Agreement entered into between the Company and Wells Fargo on December 7, 2012 and all subsequent amendments to the Credit Agreement (Second Amendment to the Credit Agreement entered into on December 20, 2013 and Third Amendment to the Credit Agreement entered into on November 4, 2014).

The Amendment retains the $25,000,000 revolving line of credit (“Line of Credit”) and extends the maturity date from December 1, 2015 to December 1, 2016.

As consideration for the entering into this agreement, the Company agreed to pay to Wells Fargo a fee of $10,000, reasonable legal fees and expenses incurred during the credit extension process, and a collateral exam charge.

Borrowings and repayments under the Line of Credit may occur from time to time in the Company’s ordinary course of business through December 1, 2016.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Third Amendment to Credit Agreement

10.2 Third Modification to Promissory Note

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.

	ZAGG Inc
Date: December 23, 2014	By:	/s/ BRANDON T. O’BRIEN
		Brandon T. O’Brien   Chief Financial Officer

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 23, 2014, by and between ZAGG INC, a Nevada corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, Borrower is currently indebted to Bank (the "Loan") pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 7, 2012, as amended from time to time ("Credit Agreement").

WHEREAS, ZAGG INTELLECTUAL PROPERTY HOLDING CO., INC., a Nevada corporation ("Zagg IP"), ZAGG RETAIL, INC., a Nevada corporation ("Retail"), IFROGZ INC., a Utah corporation ("iFrogz"), and ZAGG LLC, a Nevada limited liability company ("ZAGG LLC" and, together with Zagg IP, Retail, iFrogz, and ZAGG LLC, individually and collectively, as the context requires, the "Guarantor"), each executed a Continuing Guaranty dated as of December 7, 2012 in favor of Bank, each as amended from time to time (collectively, the "Guaranties").

WHEREAS, the Loan is secured by that certain (i) Security Agreement dated as of December 7, 2012 by and between Borrower and Bank; (ii) that certain General Pledge Agreement dated as of December 7, 2012 by and between Borrower and Bank; (iii) Third Party Security Agreement dated as of December 7, 2012 by and between iFrogz and Bank; (iv) Third Party Security Agreement dated as of December 7, 2012 by and between Zagg IP and Bank; (v) Third Party Security Agreement dated as of December 7, 2012 by and between Retail and Bank; (vi) Third Party Security Agreement dated as of December 7, 2012 by and between ZAGG LLC and Bank; and (vii) Third Party General Pledge Agreement dated as of December 7, 2012 by and between iFrogz and Bank, each as amended from time to time (collectively, the "Security Agreements").

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.            Line of Credit Extension. Section 1.1(a) is hereby amended by deleting "December 1, 2015" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date "December 1, 2016", with such change to be effective upon the execution and delivery to Bank of a Third Modification to Promissory Note dated as of the date hereof and all other contracts, instruments and documents required by Bank to evidence such change.

2.            Conditions Precedent. This Amendment shall not become effective until the following conditions have been completed and proof of their completion has been provided to Bank:

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(a) At or prior to the execution and delivery of this Amendment, Borrower and Guarantor, as applicable, shall have executed and delivered, or caused to be executed and delivered, to Bank, each in form and substance satisfactory to Bank, such other documents, instruments, resolutions, subordinations, and other agreements as Bank may require in its sole discretion, including, without limitation, a Third Modification to Promissory Note.

3.            Fees and Expenses. In consideration of the changes set forth herein and as a condition to the effectiveness hereof, immediately upon signing this Amendment Borrower shall pay to Bank (a) a non-refundable fee of $10,000; (b) all reasonable legal fees and expenses incurred by Bank in connection herewith or with the Loan and the Loan Documents accrued and unpaid as of the date hereof; and (c) all other reasonable costs and expenses incurred by Bank in connection with this Amendment.

4.            Effect on Credit Agreement. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

5.            Representations and Warranties. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

GUARANTORS' CONSENT AND REAFFIRMATION

Each of the undersigned guarantors of all indebtedness of ZAGG, INC, a Nevada corporation, to WELLS FARGO BANK, NATIONAL ASSOCIATION hereby: (i) consents to the foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty; and (iv) reaffirms that its obligations under its respective Continuing Guaranty are separate and distinct from the obligations of any other party under said Amendment and the other Loan Documents described therein.

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EX-10.2

Exhibit 10.2

THIRD MODIFICATION TO PROMISSORY NOTE

THIS THIRD MODIFICATION TO PROMISSORY NOTE (this "Modification") is entered into as of December 23, 2014, by and between ZAGG INC, a Nevada corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Revolving Line of Credit Note in the maximum principal amount of $25,000,000, executed by Borrower and payable to the order of Bank, dated as of December 7, 2012 and as amended from time to time (the "Note"), which Note is subject to the terms and conditions of a credit agreement between Borrower and Bank dated as of December 7, 2012, as amended from time to time (the "Credit Agreement"), and which Note incorporates the terms of an Addendum to Promissory Note dated as of the same date, as amended from time to time (the "Addendum").

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Note, and have agreed to modify the Note to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Note shall be modified as follows:

1.         The maturity date of the Note is hereby modified to be December 1, 2016, with the understanding that Borrower shall continue to make payments of principal and interest on the Note in the amounts specified therein until said new maturity date.

2.         The effective date of the changes set forth herein shall be December 23, 2014.

3.         Except as expressly set forth herein, all terms and conditions of the Note remain in full force and effect, without waiver or modification. All terms defined in the Note shall have the same meaning when used in this Modification. This Modification and the Note shall be read together, as one document.

4.         Borrower certifies that as of the date of this Modification there exists no Event of Default under the Note, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Modification to be executed as of the day and year first written above.

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