-----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, ETCUifzERiKhaFDLt3Qz1c/X+jLyirXq0S/ZwgMF9DXMflRRIqCQb2hfJNITyiuN yfoc9MWzMagzpKzaOeFbXw== 0000892251-07-000086.txt : 20070321 0000892251-07-000086.hdr.sgml : 20070321 20070321090349 ACCESSION NUMBER: 0000892251-07-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070321 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 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI INDUSTRIES INC CENTRAL INDEX KEY: 0000763532 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 310888951 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 07707865 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5135796411 MAIL ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: LSI LIGHTING SYSTEMS INC DATE OF NAME CHANGE: 19891121 8-K 1 form8k032107.htm FORM 8-K - 3/21/2007 Form 8-K - 3/21/2007
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 Act of 1934

Date of Report (Date of earliest event reported):                       March 21, 2007

LSI INDUSTRIES INC.
(Exact name of Registrant as specified in its Charter)
 

Ohio
 
0-13375
 
31-0888951
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
 
10000 Alliance Road, Cincinnati, Ohio
 
45242
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant’s telephone number, including area code
(513) 793-3200


 
(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 (see General Instruction A.2. below):

 
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 March 21, 2007, the Registrant entered into an Amendment to the Credit Agreement with PNC Bank, National Association and The Fifth Third Bank which extends the termination date of the Credit Agreement on terms described in the exhibit identified below, filed herewith and incorporated by reference herein.
 
Item 2.03. - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
 
The information set forth in Item 1.01 above is incorporated by reference herein as if fully set forth herein.
 
Item 9.01 - Financial Statements and Exhibits.

(d)  Exhibits.

   10.1  Amendment to Credit Agreement dated March 21, 2007 among the Registrant, PNC Bank, National Association, in its capacity as syndication agent and administrative agent, PNC Bank, National Association, in its capacity as lender and The Fifth Third Bank.
 
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.
 
     
  LSI INDUSTRIES INC.
 
 
 
 
 
 
Date:   March 21, 2007 By:   /s/ Ronald S. Stowell
 
Ronald S. Stowell
 
Vice President, Chief Financial Officer
and Treasurer
(Principal Accounting Officer)




 
EX-10.1 2 ex101032107.htm EXHIBIT 10.1 Exhibit 10.1
Exhibit 10.1
 
AMENDMENT TO CREDIT AGREEMENT
 
LSI INDUSTRIES INC., an Ohio corporation (the "Borrower"), the financial institutions listed on the signature pages hereto (individually a "Lender" and collectively the "Lenders"), and PNC BANK, NATIONAL ASSOCIATION as the administrative agent and the syndication agent (in such capacity the "Administrative Agent" or “Agent”) hereby agree as follows:

1.
Recitals.
 
 
1.1
On March 30, 2001, Agent, Borrower and Lenders entered into a Credit Agreement (as previously amended, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined will have the meanings given such terms in the Credit Agreement.
 
 
1.2
Borrower, Agent and Lenders desire to amend the Credit Agreement pursuant to this Amendment to Credit Agreement (the "Amendment").
 
2.
Amendments.
 
 
2.1
Section 1.1of the Credit Agreement is amended to change the definition of Revolving Credit Termination date to provide as follows:
 
Revolving Credit Termination Date: March 31, 2010 as to the Three Year Notes and the Swingline Note and March 19, 2008 as to the 364 Day Notes.
 
3.
Representations and Warranties. To induce Lenders and Agent to enter into this Amendment, Borrower represents and warrants as follows:
 
 
3.1
The representations and warranties of Borrower contained in the Credit Agreement are deemed to have been made again on and as of the date of execution of this Amendment.
 
 
3.2
No Event of Default (as such term is defined in the Credit Agreement) or event or condition which with the lapse of time or giving of notice or both would constitute an Event of Default exists on the date hereof.
 
 
3.3
The person executing this Amendment and the loan documents to be executed in connection herewith is a duly elected and acting officer of Borrower and is duly authorized by the Board of Directors of Borrower to execute and deliver such documents on behalf of Borrower.
 
4.
General.
 
 
4.1
Except as expressly modified herein, the Credit Agreement, as amended, is and remains in full force and effect.
 
 
4.2
Nothing contained herein will be construed as waiving any default or Event of Default under the Credit Agreement or will affect or impair any right, power or remedy of Lenders or Agent under or with respect to the Credit Agreement, as or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Credit Agreement.
 



 
4.3
This Amendment will be binding upon and inure to the benefit of Borrower, Agent and Lenders and their respective successors and assigns.
 
 
4.4
All representations, warranties and covenants made by Borrower herein will survive the execution and delivery of this Amendment.
 
 
4.5
This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio.
 
Executed as of March 21, 2007.
 
 
   
  LSI INDUSTRIES INC.
 
 
 
 
 
 
   By:  /s/Ronald S. Stowell
   Name:  Ronald S. Stowell
   Title:  Vice President, Chief Financial Officer and Treasurer
 
 
   
 
PNC NATIONAL ASSOCIATION,
in its capacity as Administrative Agent and
the Syndication Agent hereunder
 
 
 
 
 
 
   By:  /s/William R. Flax
   Name:  William R. Flax
   Title:  Vice President
 
 
   
 
PNC BANK, NATIONAL ASSOCIATION,
in its capacity as a Lender
 
 
 
 
 
 
   By:  /s/William R. Flax
   Name:  William R. Flax
   Title:  Vice President
 
 
   
  THE FIFTH THIRD BANK, in its capacity as a Lender
 
 
 
 
 
 
   By:  /s/Christopher R. Ramos
   Name:  Christopher R. Ramos
   Title:  Vice President
 
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