-----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, MWzlsbE6ICs8vYkMvyM7X/aL2L9yTdAqcscDXwRUkQAZKnNUZtreeCHKvRgXpsno hV00NX7lnQ0X0KTTDbJ8YA== 0000049728-02-000006.txt : 20020414 0000049728-02-000006.hdr.sgml : 20020414 ACCESSION NUMBER: 0000049728-02-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEC ELECTRONICS CORP CENTRAL INDEX KEY: 0000049728 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 133458955 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06508 FILM NUMBER: 02554462 BUSINESS ADDRESS: STREET 1: 105 NORTON ST CITY: NEWARK STATE: NY ZIP: 14513 BUSINESS PHONE: 3153317742 MAIL ADDRESS: STREET 1: PO BOX 271 CITY: NEWARK STATE: NY ZIP: 14513 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL ELECTRONICS CORP DATE OF NAME CHANGE: 19730601 8-K 1 iec8k1q2002.txt BANK AMENDMENT NO. 5 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 15, 2002 IEC Electronics Corp. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Delaware --------------------------------------------- (State or other jurisdiction of Incorporation) 0-6508 13-3458955 ---------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 105 Norton Street, Newark, New York 14513 ----------------------------------------- (Address of Principal Executive Offices) (315) 331-7742 ---------------------------------------------------- (Registrant's Telephone Number, including Area Code) Page 1 Item 5. Other Events and Regulation FD Disclosure ----------------------------------------- (a) On February 15, 2002, the Company and its lenders, HSBC Bank USA and General Electric Capital Corporation, entered into Amendment No. 5 (the "Amendment") to the Loan and Security Agreement originally dated as of December 28, 1999 (the "Agreement). Pursuant to the Amendment, the term of the Agreement was extended through February 28, 2002 from the present expiration date of February 15, 2002. The Company is currently in discussions with other lending institutions with respect to a new credit agreement. While the Company believes it will be successful, there can be no assurance that it will meet the February 28, 2002 expiration date. (b) The Company has received notification that its common stock has not maintained a minimum market value of publicly held shares ("MVPHS") of $5,000,000 and a minimum bid price of $1.00 per share over the previous 30 consecutive trading days as required for continued listing on The Nasdaq National Market. In accordance with Nasdaq Marketplace Rules (the "Rules"), the Company will be provided 90 calendar days (or until May 15, 2002) to regain compliance. If at any time prior to May 15, 2002, the MVPHS is $5,000,000 or more and the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, the Company will have achieved compliance with the Rules. There can be no assurance that the Company will be able to achieve compliance with the Rules. If the Company is unable to regain compliance with the Rules by May 15, 2002 or has not submitted an application to transfer to The Nasdaq SmallCap Market, its common stock will be delisted. Management intends to submit an application to transfer its common stock to The Nasdaq SmallCap Market prior to May 15, 2002 if compliance is not attained prior to such date. There can be no assurance that the Company will satisfy the requirements for listing on that market. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits 10.1 Amendment No. 5 dated as of February 15, 2002 to Loan and Security Agreement originally dated as of December 28, 1999 among IEC Electronics Corp. ("IEC") and IEC Electronics-Edinburg, Texas Inc. ("IEC-Edinburg") and HSBC Bank USA, as Agent ("Agent") and HSBC Bank USA ("HSBC Bank") and General Electric Capital Corporation ("GE Capital"). Page 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. IEC Electronics Corp. ------------------------------------ (Registrant) Date: February 20, 2002 By:/s/ Richard L. Weiss ------------------------------------ Richard L. Weiss Vice President, Treasurer, and Chief Financial Officer Page 3 EX-10.1 3 bankamendment5.txt BANK AMENDMENT NO. 5 EXHIBIT 10.1 AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT Amendment No. 5 dated as of February 15, 2002 ("Amendment") to Loan and Security Agreement originally dated as of December 28, 1999 and originally among IEC ELECTRONICS CORP. ("IEC" or "Debtor") and IEC ELECTRONICS-EDINBURG, TEXAS INC. ("IEC-Edinburg") and HSBC BANK USA, as Agent ("Agent") and HSBC BANK USA ("HSBC Bank") and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital") as Lenders. BACKGROUND 1. Debtor, Agent and Lenders entered into a Loan and Security Agreement dated as of December 28, 1999 and Amendment Nos. 1, 2, 3 and 4 thereto dated as of March 30, 2000, December 1, 2000, April 24, 2001 and December 21, 2001, respectively (together, the "Agreement"). On or about January 27, 2000, IEC-Edinburg merged into IEC leaving IEC as the sole Debtor under the Agreement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. 2. Debtor has requested that Agent and Lenders consider extending the term of the Agreement through February 28, 2002 from the present expiration date of February 15, 2002. 3. Subject to all of the terms and conditions set forth herein, the Agent and the Lenders are willing to so extend the Agreement on the conditions set forth below. NOW, THEREFORE, Debtor, the Agent and the Lenders for good and valuable consideration, receipt of which is hereby acknowledged, and in contemplation of the foregoing, hereby agree as follows: A. Conditions. The amendments and waivers contained herein shall be granted upon satisfaction of the following terms and conditions: 1. Debtor shall have executed, and shall have caused IEC-Mexico and IEC-FSC to have executed, this Amendment to indicate their consent hereto, and four executed duplicate originals of this Agreement shall have been delivered to Agent. 2. Debtor's agreement, evidenced by Debtor's signature on this Agreement, that: (i) the Agent and the Lenders may hire a consultant satisfactory to them and familiar with the industry in which Debtor conducts its business to review Debtor's business and business plan and report thereon to Agent and the Lenders; (ii) to cooperate with such consultant in such review and permit the consultant to access Debtor's place of business and its books and records in order to complete such review and report; and (iii) to reimburse the Agent upon demand for the cost and expenses of such consultant. B. Amendments. Debtor, the Agent and the Lenders agree that upon fulfillment of the conditions set forth in Section A above, the Agreement and the Schedule are amended in the following respects: 1. Item 32 of the Schedule to the Agreement is hereby deleted in its entirety and replaced with the following new text: "Initial Term: To expire on February 28, 2002 Renewal Term: NONE" C. Reaffirmations. 1. The Agreement, except as specifically modified hereby, shall remain in full force and effect and Debtor hereby reaffirms the Agreement, as modified by this Amendment, and all collateral and other documents executed and delivered to Agent and the Lenders in connection with the Agreement. 2. IEC Electronicos, S. de R.L. de C.V. and IEC Electronics Foreign Sales Corporation, by their execution hereof, consent hereto and hereby reaffirm the execution and delivery of their respective Guaranties dated December 28, 1999 and each agrees that its respective guaranty shall continue in full force and effect and shall be applicable to all indebtedness, obligations and liabilities of Debtor to Agent and the Lenders, including without limitation, all indebtedness evidenced by or arising under the Agreement, as modified by this Amendment. Page 4 D. Other Provisions. 1. Debtor agrees to pay on demand by Agent all expenses of Agent, including without limitation, fees and disbursements of counsel for Agent, in connection with the transactions contemplated by this Amendment, the negotiations for and preparation of this Amendment and any other documents related hereto, and the enforcement of the rights of Agent and the Lenders under the Agreement as amended by this Amendment. 2. This Amendment shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of law. Agreed to as of the date first set forth above. IEC ELECTRONICS CORP. HSBC BANK USA, as Agent as Debtor By:/s/ Richard L. Weiss By:/s/ Vincent J. Harper ________________________________ _________________________________ Richard L. Weiss, Vice President Vincent J. Harper and Chief Financial Officer First Vice President GENERAL ELECTRIC CAPITAL HSBC BANK USA, as a Lender CORPORATION, as a Lender By: /s/ Donald J. Cavanagh By:/s/ Vincent J. Harper ________________________________ ________________________________ Name: Donald J. Cavanagh Vincent J. Harper Duly Authorized Signatory First Vice President CONSENTED TO AND AGREED AS OF THIS 15th DAY OF FEBRUARY, 2002. IEC ELECTRONICOS, S. de R.L. de C.V. IEC ELECTRONICS FOREIGN SALES as Guarantor CORPORATION, as Guarantor By: /s/ Richard L. Weiss By:/s/ Richard L. Weiss ________________________________ ________________________________ Richard L. Weiss Richard L. Weiss, Vice President Director (Title) and Chief Financial Officer BFLO Doc. No. 1171796 v2.doc Page 5 -----END PRIVACY-ENHANCED MESSAGE-----