-----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, GaKxya+jH7Wla19SElKiM2+1XxGc/mCgduib1ZHSSx6laTQynn0MpXepzz8eqvDC zq/4a2iBDMkFicEH0JqaoA== 0001019687-06-002385.txt : 20061013 0001019687-06-002385.hdr.sgml : 20061013 20061013162047 ACCESSION NUMBER: 0001019687-06-002385 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061009 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: 20061013 DATE AS OF CHANGE: 20061013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emrise CORP CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 061144455 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9099879220 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: MICROTEL INTERNATIONAL INC DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-K 1 emrise_8k-101306.txt 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 9, 2006 ------------------------------ EMRISE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-10346 77-0226211 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 9485 HAVEN AVENUE, SUITE 100 RANCHO CUCAMONGA, CALIFORNIA 91730 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (909) 987-9220 ----------------------------- - -------------------------------------------------------------------------------- (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 September 19, 2006, EMRISE Corporation (the "Company") executed a Revolving Line of Credit Note dated September 1, 2006 in favor of Wells Fargo Bank, N.A. (the "Note"). The Note is substantially the same as the note initially executed in connection with the Company's credit facility, except that the Note is in the amount of $1.5 million, whereas the initial note was in the amount of $9.0 million, and the maturity date of the Note is October 1, 2006, whereas the initial note matured on September 1, 2006. On October 9, 2006, the Company executed a letter agreement dated October 1, 2006 with Wells Fargo Bank, N.A. extending the maturity date of the Note to October 20, 2006. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The disclosures contained in Item 1.01 of this Current Report on Form 8-K are incorporated herein by this reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. -------------------------------------------- None. (b) Pro Forma Financial Information. -------------------------------- None. (c) Exhibits. --------- Number Description ------ ----------- 10.1 Letter Agreement dated October 1, 2006 by and between Emrise Corporation and Wells Fargo Bank, N.A. -2- 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 hereunto duly authorized. Date: October 13, 2006 EMRISE CORPORATION By: /S/ CARMINE T. OLIVA ----------------------------- Carmine T. Oliva Chief Executive Officer -3- EXHIBITS FILED WITH THIS REPORT Number Description ------ ----------- 10.1 Letter Agreement dated October 1, 2006 by and between Emrise Corporation and Wells Fargo Bank, N.A. EX-10.1 2 emrise_8kex10-1.txt EXHIBIT 10.1 Wells Fargo Letterhead October 1, 2006 Carmine T. Oliva, Chief Financial Officer and Secretary Emrise Corporation 9485 Haven Ave., Suite 100 Rancho Cucamonga, CA 91730 Dear Mr. Oliva: This letter is to confirm that WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") has agreed to extend the maturity date of that certain credit accommodation granted by Bank to EMRISE CORPORATION ("Borrower") in the maximum principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) pursuant to the terms and conditions of that certain Credit Agreement between Bank and Borrower dated as of September 1, 2005, as amended from time to time (the "Agreement"). The maturity date of said credit accommodation is hereby extended until October 20, 2006. Until such date, all terms and conditions of the Agreement which pertain to said credit accommodation shall remain in full force and effect, except as expressly modified hereby. The promissory note dated as of September 1, 2006, executed by Borrower and payable to the order of Bank which evidences said credit accommodation (the "Note"), shall be deemed modified as of the date this letter is acknowledged by Borrower to reflect the new maturity date set forth above. All other terms and conditions of the Note remain in full force and effect, without waiver or modification. Borrower acknowledges that Bank has not committed to make any renewal or further extension of the maturity date of the above-described credit accommodation beyond the new maturity date specified herein, and that any such renewal or further extension remains in the sole discretion of Bank. This letter constitutes the entire agreement between Bank and Borrower with respect to the maturity date extension for the above-described credit accommodation, and supersedes all prior negotiations, discussions and correspondence concerning said extension. Emrise Corporation October 1, 2006 Page 2 Please acknowledge your acceptance of the terms and conditions contained herein by dating and signing one copy below and returning it to my attention at the above address on or before October 17, 2006. Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Matthew S. Thomson ----------------------- Matthew S. Thomson Vice President Acknowledged and accepted as of October 9, 2006 EMRISE CORPORATION By: /s/ Carmine T. Oliva ------------------------ Carmine T. Oliva Chief Financial Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----