-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AOB8bLD1YRsRMKa5uTHS9gzuuHxvDR4ptgK8UNTMJvpLQJvISAKBaXJ4MSAAi48z KGuJDgh5T5OCG49mxbDKeA== 0000950123-07-002544.txt : 20070221 0000950123-07-002544.hdr.sgml : 20070221 20070221173046 ACCESSION NUMBER: 0000950123-07-002544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDO CORP CENTRAL INDEX KEY: 0000031617 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 110707740 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03985 FILM NUMBER: 07639781 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2127162000 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 8-K 1 y30672e8vk.txt FORM 8-K 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) FEBRUARY 16, 2007 COMMISSION FILE NUMBER: 001-03985 ---------- EDO CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 11-0707740 (State of incorporation) (I.R.S. Employer Identification No.)
60 EAST 42ND STREET - 42ND FLOOR NEW YORK, NEW YORK 10165 (Address of Principal Executive Offices) (Zip Code)
(212) 716-2000 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former name or 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): [ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 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. On February 16, 2007, EDO Corporation (the "Registrant") entered into an Amendment No. 4 to the Credit Agreement, dated as of November 4, 2005 (the "Amendment"). The Amendment amends various financial and negative covenants, including certain maximum leverage ratios. A copy of the Amendment No. 4 is attached hereto as Exhibit 10(b) and incorporated herein by reference. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On February 19, 2007, John A. Gordon, General, U.S. Air Force (Retired) was elected to EDO Corporation Board of Directors. There are no arrangements or understandings between Mr. Gordon and any other person pursuant to which Mr. Gordon was selected as a director. Mr. Gordon has not been named to any committees of the Board as of the date of this disclosure. Upon his election, the Company granted to Mr. Gordon options to purchase 10,000 shares of the Company's Common Stock pursuant to the EDO Corporation 2004 Non-Employee Director Stock Option Plan. ITEM 9.01 EXHIBITS On February 20, 2007, EDO Corporation issued a press release announcing the election of Mr. Gordon to the EDO Corporation Board of Directors. A copy of this press release is attached hereto as Exhibit (99). (c) Exhibits
Exhibit Number Description of Exhibit - -------------- --------------------------------------------------------------- 10(b) Amendment No. 4, dated as of February 16, 2007, by and among EDO Corporation, the Lenders party hereto and Citicorp USA, Inc., as Administrative Agent 99.1 Press Release of EDO Corporation, dated February 20, 2007
2 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. EDO CORPORATION By /s/ Frederic B. Bassett ------------------------------------- Senior Vice President-Finance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 21, 2007 3 EX-10.B 2 y30672exv10wb.txt EX-10.B: AMENDMENT NO. 4 BY EDO CORP, THE LENDERS PARTY HERETO AND CITICORP USA, INC. EXHIBIT 10(B) AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of February 16, 2007 (this "Amendment"), by and among EDO Corporation (the "Borrower"), the Lenders party hereto and Citicorp USA, Inc., as administrative agent (in such capacity, the "Administrative Agent"). WITNESSETH: WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 4, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lenders and Issuers party thereto and the Administrative Agent; and WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent enter into this Amendment to amend the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 2. Amendments. Effective as of the Effective Date (as defined below) and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows: (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions among the existing definitions set forth in such section in the appropriate alphabetical order: "'Amendment No. 4' shall mean the Amendment No. 4, dated as of February 16, 2007, by and among the Borrower, the Lenders party thereto and the Administrative Agent, to this Agreement." "'Amendment No. 4 Effective Date' shall mean the Effective Date (as defined in Amendment No. 4)." (b) The definition of "Applicable Margin" in Section 1.1 of the Credit Agreement is hereby amended by amending and restating the pricing grid in clause (b) thereof in its entirety to read as follows:
LEVERAGE RATIO BASE RATE LOANS EURODOLLAR RATE LOANS - -------------- --------------- --------------------- Greater than or equal to 4.5 to 1.0 1.75% 2.75% Less than 4.5 to 1.0 and equal to or greater than 4.0 to 1.0 1.50% 2.50%
LEVERAGE RATIO BASE RATE LOANS EURODOLLAR RATE LOANS - -------------- --------------- --------------------- Less than 4.0 to 1.0 and equal to or greater than 3.5 to 1.0 1.25% 2.25% Less than 3.5 to 1.0 and equal to or greater than 3.0 to 1.0 1.00% 2.00% Less than 3.0 to 1.0 and equal to or greater than 2.0 to 1.0 0.75% 1.75% Less than 2.0 to 1.0 and equal to or greater than 1.5 to 1.0 0.50% 1.50% Less than 1.5 to 1.0 and equal to or greater than 1.0 to 1.0 0.25% 1.25% Less than 1.0 to 1.0 0.00% 1.00%
(c) Section 2.1(b)(i) of the Credit Agreement is hereby amended by deleting the reference to "the first anniversary of the Amendment No. 3 Effective Date" in clause (A) of the proviso therein and replacing it with "the first anniversary of the Amendment No. 4 Effective Date". (d) Section 5.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "The Borrower shall maintain, on the last day of each Fiscal Quarter set forth below, a Leverage Ratio of not more than the maximum ratio set forth below opposite such Fiscal Quarter:
FISCAL QUARTER ENDING MAXIMUM LEVERAGE RATIO --------------------- ---------------------- December 31, 2005 to June 30, 2006 3.50 to 1.00 September 30, 2006 4.50 to 1.00 December 31, 2006 to March 31, 2007 5.00 to 1.00 June 30, 2007 to March 31, 2008 4.50 to 1.00 June 30, 2008 to March 31, 2009 4.25 to 1.00 June 30, 2009 and each Fiscal Quarter thereafter 4.00 to 1.00"
(e) Section 5.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "The Borrower shall maintain a Fixed Charge Coverage Ratio, as determined as of the last day of each Fiscal Quarter set forth below, for the four Fiscal Quarters ending on such day, of at least the minimum ratio set forth below opposite such Fiscal Quarter: 5
FISCAL QUARTER ENDING MINIMUM FIXED CHARGE COVERAGE RATIO --------------------- ----------------------------------- December 31, 2005 to September 30, 2006 2.00 to 1.00 December 31, 2006 1.75 to 1.00 March 31, 2007 and each Fiscal Quarter thereafter 2.00 to 1.00"
3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective as of the date the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agent shall have received (i) this Amendment, duly executed and delivered by the Borrower, the Administrative Agent and Lenders constituting the Requisite Lenders and (ii) the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors. (b) The Administrative Agent shall have received (i) a Guarantee Supplement, in substantially the form of Exhibit A to the Guaranty, duly executed and delivered by CAS Inc., Impact Science & Technology, Inc. and NexGen Communications LLC (collectively, the "Additional Subsidiaries") and (ii) a Joinder Agreement, in substantially the form of Annex 2 to the Pledge and Security Agreement (the "Joinder Agreement"), together with all schedules thereto, duly executed and delivered by the Additional Subsidiaries. (c) The Administrative Agent shall have received all certificates, instruments and other documents representing all Pledged Stock and all Pledged Debt Instruments being pledged pursuant to the Joinder Agreement, together with (i) in the case of certificated Pledged Stock, undated stock powers endorsed in blank and (ii) in the case of Pledged Debt Instruments, endorsements in blank. (d) The Administrative Agent shall have received a legal opinion from in-house counsel to the Borrower relating to the Additional Subsidiaries, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received evidence that the UCC-1 financing statement filed by Sovereign Bank with respect to Impact Science & Technology, Inc. has been terminated. (f) After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof. 6 4. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, on and as of the date hereof, that: (a) (i) The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and (iii) this Amendment is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof. 5. Continuing Effect. Except as expressly set forth in this Amendment, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and the Borrower shall continue to be bound by all of such terms and provisions. This Amendment is limited to the specific provisions of the Credit Agreement specified herein and shall not constitute an amendment or waiver of, or an indication of the Administrative Agent's or the Lenders' willingness to amend or waive, any other provisions of the Credit Agreement or the same provisions for any other date or purpose. 6. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, and all other documents prepared in connection herewith, and the transactions contemplated hereby, including, without limitation, reasonable fees and disbursements and other charges of counsel to the Administrative Agent. 7. Choice of Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment. 9. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 7 10. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11. Loan Document. This Amendment is a Loan Document. 12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT. [SIGNATURE PAGES FOLLOW] 8 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written. EDO CORPORATION By: F.B. Bassett ------------------------------------ Name: Frederic B. Bassett ---------------------------------- Title: SR. VP, CFO and Treasurer --------------------------------- [SIGNATURE PAGE TO AMENDMENT NO. 4] CITICORP USA, INC., as Administrative Agent and Lender By: James M. Buchanan ------------------------------------ Name: James M. Buchanan ---------------------------------- Title: Managing Director --------------------------------- [SIGNATURE PAGE TO AMENDMENT NO. 4] Bank Leumi USA By: /s/ Paul Tine ----------------------- Name: Paul Tine Title: First Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] Commerce Bank, NA By: /s/ Anthony Giovi ----------------------- Name: Anthony Giovi Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] CITIZENS BANK OF PENNSYLVANIA By: /s/ Derek T. Whitwer ----------------------- Name: Derek T. Whitwer Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] Wachovia Bank, National Association By: /s/ WILLIAM F. FOX -------------------- Name: William F. Fox Title: Director [SIGNATURE PAGE TO AMENDMENT NO. 4] _______________________________ COMERICA BANK By: /s/ SARAH R. WEST --------------------------- Name: Sarah R. West Title: Assistant Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] _______________________________ SOCIETE GENERALE By: /s/ R.D. BOYD HARMAN --------------------------- Name: R.D. Boyd Harman Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] --------------------------- PNC BANK, N.A. By: /s/ Antonio Frasso ---------------------- Name: Antonio Frasso Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] BANK OF AMERICA, N.A. By: /s/ Steven J. Melicharek ---------------------- Name: Steven J. Melicharek Title: SVP [SIGNATURE PAGE TO AMENDMENT NO. 4] The Bank of New York By: /s/ Kenneth P. Sneider Jr. ----------------------------- Name: Kenneth P. Sneider Jr. Title: Vice President [Signature Page To Amendment No.4] KEYBANK NATIONAL ASSOCIATION, As Lender By: /s/ SUSANNAH HARRIS --------------------------- Name: Susannah Harris Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] Sovereign Bank -------------- BY: /S/ ANTONIA BADOLATO ------------------------- Name: Antonia Badolato Title: Senior Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] Manufacturers and Traders Trust Company By: /S/ WILLIAM TERRAGLIO ------------------------- Name: William Terraglio Title: Vice President [ SIGNATURE PAGE TO AMENDMENT NO.4] REGIONS BANK BY: /S/ BERKIN ISTANBULLUOGLU -------------------------- Name: Berkin Istanbulluoglu Title: AVP [SIGNATURE PAGE YO AMENDMENT NO.4] ------------------------------- National City Bank By: /S/ SUSAN S. CALLAHAN ------------------------- Name: Susan S. Callahan Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 4] JP Morgan Chase Bank, N.A. __________________________ JP Morgan Chase Bank, N.A. By:/s/ David W. Christiansen _________________________ Name: David W. Christiansen Title: Vice President [Signature Page To Amendment No.4] CONSENT AND AFFIRMATION Each Guarantor hereby consents to the Amendment No. 4 (the "Amendment") to which this Consent and Affirmation is attached and agrees that the terms thereof shall not affect in any way its obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified by the Amendment) to which it is a party, all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed. Consented to and agreed as of the date of the Amendment: DARLINGTON INC. EDO AEROTECH LIMITED (UK) EDO ARTISAN INC. EDO COMMUNICATIONS AND COUNTERMEASURES SYSTEMS INC. EDO MBM TECHNOLOGY LIMITED EDO MTECH INC. EDO PROFESSIONAL SERVICES INC. EDO RECONNAISSANCE AND SURVEILLANCE SYSTEMS, INC. EDO RUGGED SYSTEMS LIMITED EDO (UK) LIMITED EDO WESTERN CORPORATION EVI TECHNOLOGY LLC FIBER INNOVATIONS, INC. SPECIALTY PLASTICS, INC. CAS INC. IMPACT SCIENCE & TECHNOLOGY, INC. NEXGEN COMMUNICATIONS LLC By: /s/ FREDERIC B. BASSETT ---------------------------- Name: Frederic B. Bassett Title: SR. VP, CFO and Treasurer [SIGNATURE PAGE TO CONSENT] ANNEX A CONSENT AND AFFIRMATION Each Guarantor hereby consents to the Amendment No. 4 (the "Amendment") to which this Consent and Affirmation is attached and agrees that the terms thereof shall not affect in any way its obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified by the Amendment) to which it is a party, all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed. Consented to and agreed as of the date of the Amendment: DARLINGTON INC. EDO AEROTECH LIMITED (UK) EDO ARTISAN INC. EDO COMMUNICATIONS AND COUNTERMEASURES SYSTEMS INC. EDO MBM TECHNOLOGY LIMITED EDO MTECH INC. EDO PROFESSIONAL SERVICES INC. EDO RECONNAISSANCE AND SURVEILLANCE SYSTEMS, INC. EDO RUGGED SYSTEMS LIMITED EDO (UK) LIMITED EDO WESTERN CORPORATION EVI TECHNOLOGY LLC FIBER INNOVATIONS, INC. SPECIALTY PLASTICS, INC. CAS INC. IMPACT SCIENCE & TECHNOLOGY, INC. NEXGEN COMMUNICATIONS LLC By: F.B. Bassett --------------------------------- Name: Frederic B. Bassett ------------------------------- Title: SR. VP, CFO and Treasurer ------------------------------ EX-99.1 3 y30672exv99w1.txt EX-99.1: PRESS RELEASE EXHIBIT 99.1 [EDO CORPORATION LOGO] 60 East 42nd Street FOR IMMEDIATE RELEASE New York, NY 10165 212-716-2000 [JOHN A. GORDON PHOTO] General (Ret.) John A. Gordon Joins EDO Board NEW YORK - Feb. 20, 2007 - The Board of Directors of EDO Corporation (NYSE: EDO) has elected General (U.S. Air Force, Retired) John A. Gordon, 60, to the company's Board. This brings the number of Board members to 12, of which 11 are independent directors. From October 1997 until June 2000 General Gordon served the U.S. Intelligence Community as Deputy Director of Central Intelligence. He had earlier served as Associate Director of Central Intelligence for Military Support. "John Gordon has an extensive background in areas of strategic importance to EDO, especially in relation to the intelligence community," said Chairman of the Board James M. Smith. "We will look to his professional expertise and diverse military experience as we proceed with our newly-established business sector." Over the past two years, EDO has acquired three companies that serve the intelligence community, which have now been combined to form the new Intelligence and Information Warfare business sector. This market was a priority that was identified during the company's strategic planning process. General Gordon has a long and distinguished career in military and government service. In June 2000 he was confirmed by the Senate as the Undersecretary of Energy and the Administrator of the National Nuclear Security Administration, responsible for the entirety of DOE's nuclear weapons program. Subsequently he served at the White House as the Deputy National Security Advisor for Counter Terrorism and the National Director for Counter Terrorism. In his last government position, Gordon was the Homeland Security Advisor to President Bush, from June 2003 until June 2004. General Gordon's early assignments in the Air Force included research, development and acquisition responsibilities involved in improving the Minuteman Intercontinental Ballistic Missile. He has served with the National Security Council and as director of operations for Air Force Space Command. General Gordon was commissioned in 1968 following graduation from the University of Missouri, Columbia with a bachelor of science degree with honors in physics. He earned a master's degree in science from the Naval Postgraduate School, Monterey, Calif. in 1970. He also earned a master's of arts degree in business administration from New Mexico Highlands University, Las Vegas. EDO Corporation designs and manufactures a diverse range of products for aerospace and defense, intelligence, and commercial markets. Major product groups include: Professional and Engineering Services, Defense Electronics, Communications, Aircraft Armament Systems, Undersea Warfare, and Integrated Composite Structures. EDO's advanced systems are at the core of the transformation to lighter, faster, and smarter defense capabilities. With headquarters in New York, EDO Corporation (www.edocorp.com) employs 4,000 people worldwide. The company was founded in 1925 and had revenues of $648 million in 2005. Contacts: William A. Walkowiak, CFA Sara Banda Vice President of Investor Relations Media Relations (212) 716-2038 (212) 716-2071 ir@edocorp.com media@edocorp.com * * * * * -----END PRIVACY-ENHANCED MESSAGE-----