-----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, POYUx7kpAlK6EN4I698Qu3WfLsBF7e0RUfaVBKH2o2mUIz79Ux3ygq2JqLlPP8aB Gg86qEH433tekT7R6hvZ9w== 0001104659-06-067603.txt : 20061020 0001104659-06-067603.hdr.sgml : 20061020 20061020060517 ACCESSION NUMBER: 0001104659-06-067603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061016 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20061020 DATE AS OF CHANGE: 20061020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITERIS, INC. CENTRAL INDEX KEY: 0000350868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 952588496 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08762 FILM NUMBER: 061154334 BUSINESS ADDRESS: STREET 1: 1515 S. MANCHESTER AVE. CITY: ANAHEIM STATE: CA ZIP: 92802 BUSINESS PHONE: 7147745000 MAIL ADDRESS: STREET 1: 1515 S. MANCHESTER AVE. CITY: ANAHEIM STATE: CA ZIP: 92802 FORMER COMPANY: FORMER CONFORMED NAME: ITERIS HOLDINGS INC DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: ODETICS INC DATE OF NAME CHANGE: 19920703 8-K 1 a06-22390_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  October 16, 2006

ITERIS, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-08762

 

95-2588496

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1515 South Manchester Avenue, Anaheim, California  92802

(Address of principal executive offices)        (Zip Code)

Registrant’s telephone number, including area code:  (714) 774-5000

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 



 

Item 1.01               Entry into a Material Definitive Agreement; and
Item 2.03               Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 16, 2006 (the “Effective Date”), Iteris, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”).  The new $8.0 million line of credit with SVB, which is available until two years from the Effective Date, will replace the Company’s $5.0 million line of credit with Wells Fargo Bank (“Wells Fargo”), which expired on July 31, 2006 and was extended until October 31, 2006, and the Company’s $2.1 million term note payable with Wells Fargo, which is due May 27, 2008.  All borrowings under the Loan Agreement are secured by substantially all of the assets of the Company.

Under the terms of the Loan Agreement, the Company may borrow against its eligible accounts receivable and the value of its eligible inventory.  Interest on borrowed amounts is payable monthly at the greater of 8.50% or the current stated prime rate plus 1.25% (9.50% at September 30, 2006).  In addition, the Company is obligated to pay a monthly unused line fee of 0.25% per annum applied to the average unused portion of the maximum credit amount during the preceding month and a monthly collateral monitoring fee associated with the line of credit of $2,000.  The Loan Agreement requires the payment of a commitment fee of 0.50% of the maximum credit amount in connection with the effectiveness of the agreement and an additional 0.50% on the first anniversary of the Effective Date.  The Company is also required to pay an early termination fee equal to 2.0% of the maximum credit amount if such early termination occurs on or prior to the first anniversary of the Effective Date and 1.0% of the maximum credit amount if such early termination occurs after the first anniversary of the Effective Date.

Additionally, the Loan Agreement provides for a term loan of up to $2.2 million (which will reduce the maximum credit amount under the line of credit by the amount of such loan), which the Company intends to use to repay all amounts outstanding under the term note payable to Wells Fargo, which was $2.1 million in the aggregate (including all accrued but unpaid interest) as of October 19, 2006.  The term loan with SVB is due on May 27, 2008 and provides for monthly principal payments equal to the greater of (i) $104,600 or (ii) the principal amount of such loan divided into 20 equal installments.  Interest accrues at the greater of 8.50% or the current stated prime rate plus 1.25% (9.50% at September 30, 2006).

In the event of a default, which includes a failure to meet certain financial covenants and a material adverse change in the business, operations or condition of the Company, the Bank may, among other things, declare all obligations immediately due and payable, stop advancing money or extending credit and place a hold on any accounts maintained by the Company with SVB.

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SIGNATURE

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.

Dated:  October 20, 2006

 

ITERIS, INC.,

 

a Delaware corporation

 

 

 

 

 

 

 

By:

  /S/ JAMES S. MIELE

 

 

  James S. Miele

 

 

  Chief Financial Officer

 

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