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): December 11, 2007

PLANAR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

OREGON	0-23018	93-0835396
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1195 NW Compton Drive

Beaverton, Oregon 97006

(503) 748-1100

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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 (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 December 11, 2007, Planar Systems, Inc. (the “Company”) and Bank of America, N.A. (the “Bank”) entered into a Waiver and Fourth Amendment to Credit Agreement (the “Fourth Amendment”). The Fourth Amendment amends the Credit Agreement between the Company and the Bank dated as of December 16, 2003, as amended on December 21, 2004, October 21, 2005 and May 23, 2007. The Fourth Amendment reduces the amount of the Bank’s overall commitment from $37.5 million to $32.5 million, with further reductions of $2.5 million at quarterly intervals on April 1, 2008, July 1, 2008, and October 1, 2008. The Fourth Amendment also: deletes the previously existing minimum EBITDA covenant; changes the definition of and resets the fixed charge coverage ratio; deletes certain provisions relating to permitted indebtedness, permitted dispositions and permitted restricted payments; imposes additional limitations on capital expenditures by the Company; and makes certain other changes. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF FISCAL YEAR

On December 11, 2007, the Company’s Board of Directors approved amendments to Article VI of the Company’s Second Restated Bylaws to permit the issuance of the Company’s stock in uncertificated form in accordance with NASDAQ Marketplace Rule 4350(1), which requires that securities listed on the NASDAQ Stock Market be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934 on or after January 1, 2008. The foregoing description of the amendment to the Bylaws is qualified in its entirety by the actual terms of the Fourth Amendment to Second Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

3.1	Fourth Amendment to Second Restated Bylaws of Planar Systems, Inc.
10.1	Waiver and Fourth Amendment to Credit Agreement by and between Planar Systems, Inc. and Bank of America, N.A., dated December 10, 2007 and effective December 11, 2007.

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SIGNATURE

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 thereunto duly authorized on December 14, 2007.

PLANAR SYSTEMS, INC. (Registrant)
By	\s\ Stephen M. Going
	Stephen M. Going, Vice President, General Counsel and Secretary

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EX-3.1

Exhibit 3.1

PLANAR SYSTEMS, INC.

FOURTH AMENDMENT TO SECOND RESTATED BYLAWS

ARTICLE 6

ISSUANCE OF SHARES

6.1 Certificates for Shares.

6.1.1 Certificates representing shares of the corporation shall be in any form determined by the Board of Directors consistent with the Oregon Business Corporation Act and these Bylaws; provided that any shares of the corporation may be uncertificated, whether upon original issuance, reissuance or subsequent transfer. Shares represented by certificates shall be signed, either manually or in facsimile, by two officers of the corporation, at least one of whom shall be the President or a Vice President, and may be sealed with the seal of the corporation, if any, or a facsimile thereof. The signatures of officers upon a certificate may be facsimiles if the certificate is countersigned on behalf of a transfer agent or by a registrar other than the corporation itself or an employee of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name and mailing address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Each shareholder shall have the duty to notify the corporation of his or her mailing address. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of certificated shares shall be identical.

6.1.2 Every certificate for shares of stock that are subject to any restriction on transfer pursuant to the Articles of Incorporation, the Bylaws, applicable securities laws, agreements among or between shareholders, or any agreement to which the corporation is a party shall have conspicuously noted on the face or back of the certificate either (i) the full text of the restriction or (ii) a statement of the existence of such restriction and that the corporation retains a copy of the restriction. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either (i) the full text of the designations, relative rights, preferences, and limitations of the shares of each class and series authorized to be issued and the authority of the Board of Directors to determine variations for future series or (ii) a statement of the existence of such designations, relative rights, preferences, and limitations and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

6.2 Transfer of Shares. A transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by the holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with its transfer agent, if any, and on surrender for cancellation

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of the certificate for such shares or upon proper instruction from the holder of uncertificated shares. All certificates surrendered to the corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors prescribes. Upon receipt of proper transfer instructions from the holder of uncertificated shares, the corporation shall cancel such uncertificated shares and issue new equivalent uncertificated shares, or, upon such holder’s request, certificated shares, to the person entitled thereto, and record the transaction upon its books. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6.3 Transfer Agent and Registrar. The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the corporation, with such powers and duties as the Board of Directors determines by resolution. The signatures of officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or by a registrar other than the corporation itself or an employee of the corporation.

6.4 Officer Ceasing to Act. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.

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EX-10.1

Exhibit 10.1

WAIVER AND FOURTH AMENDMENT TO

CREDIT AGREEMENT

This WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of December 10, 2007, among Planar Systems, Inc., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent.

RECITALS

A. Borrower, Agent and Lender are parties to that certain Credit Agreement entered into as of December 16, 2003, as amended by a First Amendment to Credit Agreement entered into as of December 21, 2004, a Second Amendment to Credit Agreement entered into as of October 21, 2005, and a Third Amendment to Credit Agreement dated as of May 23, 2007 (the “Credit Agreement”). Bank of America, N.A. is the sole Lender as of the date of this Waiver and Amendment.

B. An Event of Default has occurred in that as of September 28, 2007, the end of Borrower’s fiscal year, Borrower was not in compliance with Section 6.12(d) of the Credit Agreement relating to the required EBITDA.

C. Borrower has requested that Agent and Lender waive such Event of Default and agree to amend the Credit Agreement as set forth herein. Borrower, Agent and Lender have agreed to do so.

NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. Recitals. The Recitals are true.

2. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Credit Agreement.

3. Waiver. The Event of Default described in Recital B above is waived,

4. Amendment to the Definition of “Applicable Rate” in Section 1.01 of the Credit Agreement. The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended in its entirety to read:

“Applicable Rate” means from time to time the following percentages per annum, based upon the Fixed Charge Coverage Ratio as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 6.02(a):

Pricing Level	Fixed Charge Coverage Ratio	Commitment Fee		Eurodollar Rate		Letters of Credit		Base Rate
1	< 1.0:1.0	0.35	%	2.75	%	2.75	%	+.50	%
2	³ 1.0:1.0	0.30	%	2.00	%	2.00	%	0	%

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Any increase or decrease in the Applicable Rate resulting from a change in the Fixed Charge Coverage Ratio shall become effective commencing on the first Business Day of the month following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if no Compliance Certificate is delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall continue in effect until the first Business Day of the month following the date such Compliance Certificate is in fact delivered. Pricing Level 1 shall apply through the 1st Business Day of the month following the date a Compliance Certificate is delivered after December 28, 2007.

5. Amendment to the Definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement. The definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read:

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDA for the period of one, two, three or four prior fiscal quarters most recently ended for which Borrower has delivered financial statements pursuant to Section 6.01(a) or (c), minus (i) taxes paid in cash during such period, plus (ii) (A) for the fiscal quarter ending December 28, 2007, integration costs not to exceed $900,000, (B) for the two fiscal quarter period ending March 28, 2008, integration costs not to exceed $1,250,000, (C) for the three fiscal quarter period ending June 27, 2008, integration costs not to exceed $1,600,000 and (D) for the four fiscal quarter period ending September 26, 2008, integration costs not to exceed $1,900,000, to (b) the sum of (i) interest charges actually paid in cash during such period plus (ii) principal payments scheduled to have been paid during such period on Funded Debt (not including payments required by Section 2.05(b)), plus (iii) cash payments required to be made during such period on any Swap Contract, reduced by cash receipts during such period from any Swap Contract, plus (iv) cash expenditures for fixed assets net of disposition of fixed assets.

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6. Amendment to Section 6.12(c) of the Credit Agreement. Section 6.12(c) of the Credit Agreement is amended in its entirety to read:

(c) Fixed Charge Coverage Ratio. Maintain on a consolidated basis a Fixed Charge Coverage Ratio of at least 0.55:1.0 for the fiscal quarter ending December 28, 2007, and at least 0.73:1.0 for the two fiscal quarter period ending March 28, 2008, and at least 1.0:1.0 for the three fiscal quarter period ending June 27, 2008, and at least 1.15:1.0 for the four fiscal quarter period ending September 26, 2008.

7. Deletion of Section 6.12(d) of the Credit Agreement. Section 6.12(d) of the Credit Agreement relating to minimum EBITDA is deleted in its entirety.

8. Amendment to Section 6 of the Credit Agreement. Section 6 of the Credit Agreement is amended by adding the following section thereto:

6.17 Consultant. Prior to January 14, 2008 Borrower shall employ a business consultant acceptable to Agent to study Borrower’s business plans and make recommendations to Borrower and Agent concerning Borrower’s operations. An executed contract to engage such consultant shall be delivered to Agent prior to January 14, 2008. Borrower’s failure to engage such consultant and provide a copy of the executed contract to Agent by such date shall be an Event of Default, in addition to the Events of Default described in Section 8.01.

9. Deletion of Certain Sections of Article VII. The following Sections contained in Article VII of the Credit Agreement are deleted:

Section 7.03(f) relating to permitted indebtedness.

Section 7.05(g) relation to permitted dispositions.

Section 7.06(c) relating to permitted Restricted Payments

10. Amendment to Section 7.01(i) of the Credit Agreement. Section 7.01(i) of the Credit Agreement is amended in its entirety to read:

(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) no more than $500,000 of such secured indebtedness may be incurred in any one fiscal year; and

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11. Amendment to Section 7.11 of the Credit Agreement. Section 7.11 of the Credit Agreement is amended in its entirety to read:

7.11 Capital Expenditures. Spend or incur obligations to acquire fixed assets for more than $3,000,000 on a consolidated basis during the fiscal quarter ending December 28, 2007 or spend or incur obligations to acquire fixed assets for more than $4,000,000 on a consolidated basis during the two fiscal quarter period ending March 28, 2008, or spend or incur obligations to acquire fixed assets for more than $5,500,000 on a consolidated basis during the three fiscal quarter period ending June 27, 2008, or spend or incur obligations to acquire fixed assets for more than $7,500,000 on a consolidated basis during the four fiscal quarter period ending September 26, 2008. This restriction shall not apply to expenditures which are financed by a purchase money security interest or Lien (including financing leases) permitted under Section 7.01(i).

12. Amendment to Schedule 2.01 of the Credit Agreement. Schedule 2.01 of the Credit Agreement is replaced in its entirety by Schedule 2.01 attached hereto.

13. Fees. Borrower shall pay Bank of America as Lender a fee for this Amendment, in the amount of $50,000 payable on execution of this Amendment. In addition, Borrower shall pay Bank of America a one-time fee of $150,000 on first day hereafter that the Total Outstandings exceed $30,000,000.

14. Release. Borrower hereby releases Agent, Lenders and their officers, agents, successors and assigns from all claims of every nature known or unknown arising out of or related to the Loans which exist, or but for the passage of time, could be asserted, on the date Borrower signs this Amendment.

15. No Further Amendment, Expenses. Except as expressly modified by this Amendment, the Credit Agreement and other Loan Documents shall remain unmodified in full force and effect and the parties hereto ratify their respective obligations thereunder. Without limiting the foregoing, Borrower expressly reaffirms and ratifies its obligation to pay or reimburse Agent or Lenders in connection with the preparation of this Amendment, any other amendment documents and the closing of the transaction contemplated hereby.

16. Effective Date. The foregoing provisions are effective on execution and delivery hereof.

17. Miscellaneous.

(a) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same Amendment, it being understood that the Agent may rely on a facsimile counterpart signature page hereof for purpose of determining whether a party hereto has executed a counterpart hereof.

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(b) Governing Law. This Amendment and the other agreements provided for herein and the rights and obligations of the parties hereto and thereto shall be construed and interpreted in accordance with the laws of the State of Oregon.

(c) Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

EXECUTED AND DELIVERED by the duly authorized officers of the parties as of the date first above written.

BORROWER:	PLANAR SYSTEMS, INC.
	By:	/s/ Gerald Perkel
	Name:	Gerald Perkel
	Title:	President
LENDERS:	BANK OF AMERICA, N.A., as a Lender
	By:	/s/ Eric Eidler
	Name:	Eric Eidler
	Title:	Senior Vice President
AGENT:	BANK OF AMERICA, N.A., as Agent
	By:	/s/ Eric Eidler
	Name:	Eric Eidler
	Title:	Senior Vice President

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The following Guarantors which have guaranteed the obligations of Borrower to Lenders hereby consent to the foregoing Amendment, and reaffirm the Guaranties.

GUARANTORS:	DOME IMAGING SYSTEMS, INC., a Delaware corporation
	By:	/s/ Gerald Perkel
	Its:	President
	PLANAR CHINA, LLC, an Oregon limited liability company
	By:	/s/ Gerald Perkel
	Its:	President
	PLANAR TAIWAN, LLC, an Oregon limited liability company
	By:	/s/ Gerald Perkel
	Its:	President
	CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation
	By:	/s/ Gerald Perkel
	Its:	President
	RUNCO INTERNATIONAL, LLC, an Oregon limited liability company, formerly known as Runco International Inc.
	By:	/s/ Gerald Perkel
	Its:	President

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SCHEDULE 2.01

Commitments of Bank of America, N.A. which holds 100% of the Pro Rata Shares:

Period	Total Commitment
From execution of this Amendment through March 31, 2008	$	32,500,000
From April 1, 2008 through June 30, 2008	$	30,000,000
From July 1, 2008 through September 30, 2008	$	27,500,000
From October 1, 2008 through November 30, 2008	$	25,000,000
After November 30, 2008		0

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