-----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, GResgwcmlT9gBxBq+FHkP2c4oSmWH0i7wOgZHcGDZEQwHP7BIm1YvaHjI1KgZ42n 5BmtOjXuJ/3Xao27MrDTLA== 0000868780-08-000001.txt : 20080102 0000868780-08-000001.hdr.sgml : 20080101 20080102113650 ACCESSION NUMBER: 0000868780-08-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080102 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: 20080102 DATE AS OF CHANGE: 20080102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dorman Products, Inc. CENTRAL INDEX KEY: 0000868780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 232078856 STATE OF INCORPORATION: PA FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18914 FILM NUMBER: 08500605 BUSINESS ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 BUSINESS PHONE: 2159971800 MAIL ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 FORMER COMPANY: FORMER CONFORMED NAME: R & B INC DATE OF NAME CHANGE: 19930328 8-K 1 sec8kfile.txt SEC FORM 8-K AMENDMENT NO. 1 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: January 2, 2008 Dorman Products, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 000-18914 23-2078856 ------------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3400 East Walnut Street, Colmar, Pennsylvania 18915 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-997-1800 ---------------------------- - ------------------------------------------------------------------------------- (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 December 24, 2007, Dorman Products, Inc. (formerly R&B, Inc.) (the "Borrower") entered into Amendment No. 1 ("Amendment No. 1") to the Third Amended and Restated Credit and Security Agreement with Wachovia Bank, National Association ("Wachovia") and any other Bank becoming a party thereto, and successors and assigns of the foregoing (the "Agreement"). The Amendment amends the Agreement by extending the Revolving Credit Termination Date to June 30, 2010. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. A copy of the Agreement and reltated documents have been filed as exhibits to the Current Report on Form 8-K dated July 27, 2006. The description set forth herein is qualified in its entirety by reference to the Amendment, the Agreement and related documents. The Agreement, dated July 24, 2006, provides the Borrower with a $30 million maximum aggregate credit facility. Under the Agreement, at the Borrowers' election, the Interest Rate per annum applicable to Revolving Credit Balance under the Agreement will be either (1) Prime Rate as announced by Wachovia from time to time, (2) an Adjusted LIBOR Rate as measured by reference to an adjusted London inter-bank offered rate, or "LIBOR", divided by a Eurocurrency Reserve Requirement as defined in Section 4.01 of the Agreement, plus an Applicable Margin which fluctuates between 65 basis points and 150 basis points based on the ratio of the Company's Consolidated Funded Debt to Consolidated EBITDA, or (3) an Adjusted LIBOR Market Index Rate as measured by the LIBOR Market Index Rate plus the Applicable Margin. Under the Agreement, Borrower is required to pay (A) a fee of 0.125% on all unused Credit Facilities, payable quarterly in arrears, and (B) a letter of credit commission (i) for standby Letters of Credit issued on or after March 6, 2004 or any renewals of standby Letters of Credit issued prior to March 6, 2004, at a rate equal to the Applicable Margin in effect at the time of the issuance or renewal of any Letter of Credit, and (ii) for trade Letters of Credit issued (a) prior to March 6, 2004 (and any subsequent renewals of such Letters of Credit) or (b) on or after March 6, 2004, at the rate of one-quarter percent (1/4%) per annum of the face amount of each trade Letter of Credit for the period (including renewal periods) during which any such Letter of Credit is outstanding. The Agreement contains affirmative and negative covenants typical of this type of facility, including: (i) restrictions on Borrower's and its Subsidiaries' ability to allow liens on their assets, (ii) restrictions on the incurrence of indebtedness, (iii) restrictions on the Borrower's and its Subsidiaries' ability to dispose of assets, engage in mergers or acquisitions, make loans or investments, transfer property or make payments to present or former shareholders, officers, or other Affiliates of Borrower, (iv) the requirement that the Borrower will maintain a Consolidated Total Funded Debt to EBITDA ratio of no more than 2:50:1.00 for each quarter ending on or after June 30, 2006. The Borrower's obligations under the Agreement are guaranteed by certain of its subsidiaries. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits Exhibit Number Description 10.1 (1) Third Amended and Restated Credit and Security Agreement, dated as of July 24, 2006, between the Borrower and Wachovia. 10.1.1 Amendment No. 1 dated December 24, 2007, to the Third Amended and Restated Credit and Security Agreement, dated as of July 24, 2006. - ---------------------- Notes: (1) Incorporated by reference to the Exhibits filed with the Company's Current Report on Form 8-K dated July 27, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Dorman Products, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dorman Products, Inc. Dated: January 2, 2008 By: /s/ Mathias J. Barton ------------------------------------- Mathias J. Barton Chief Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Description 10.1 Third Amended and Restated Credit and Security Agreement, dated as of July 24, 2006, between the Borrower and Wachovia. 10.1.1 Amendment No. 1 dated December 24, 2007, to the Third Amended and Restated Credit and Security Agreement, dated as of July 24, 2006. EX-99 2 ex99.txt AMENDMENT NO. 1 THIRD RESTATED AGREEMENT AMENDMENT NO. 1 TO THIRD AMENDED STOCKTICKERAND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT ("Amendment No. 1") is dated as of December 24, 2007 by and between DORMAN PRODUCTS, INC. (formally known as R & B, Inc.),a Pennsylvania corporation (the "Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank") for itself and as agent hereunder (the "Agent"). WHEREAS, the Borrower and Bank are parties to a Third Amended and Restated Credit Agreement dated as of date July 24, 2006 (the "Credit Agreement"); and WHEREAS, the Borrower has requested certain modifications to the Credit Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto, intending to be legally bound, hereby agree that the Credit Agreement shall be amended as follows, effective on the date first above written: 1. Revolving Credit Termination Date. The definition of "Revolving Credit Termination Date" in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows: (a) "Revolving Credit Termination Date' means date June 30, 2010; or such other date to which the Revolving Credit Facilities have been extended in the sole discretion of the Bank(s) or on which they have been terminated in accordance with the terms of this Agreement." 2. Conditions Precedent. As a condition precedent to effectiveness of this Amendment No. 1, the Agent must receive (a) an original copy of this Amendment No. 1 executed by the Borrower, (b) an original executed Officer's Certificate in the form attached hereto as Exhibit A, and (c) an original executed Secretary's Certificate in the form attached hereto as Exhibit B. 3. Costs. The Borrower shall pay (as and when incurred) all costs, expenses and fees (including, without limitation, any attorneys' fees) associated with the Credit Agreement and this Amendment No. 1. 4. Capitalized Terms. All capitalized terms used in this Amendment No. 1, unless otherwise defined herein, shall have the meanings ascribed thereto in the Credit Agreement. 5. Representations and Covenants.The Borrower certifies that all representations and warranties contained in the Loan Documents, including without limitation the exhibits as amended hereby and attached hereto, are true, correct and complete on and as of the date hereof, and that all covenants and agreements made in the Loan Documents have been complied with and fulfilled, and that no Default or Event of Default is in existence on the date hereof. 6. Ratification. Other than as specifically set forth herein, the Borrower hereby ratifies and confirms the Loan Documents and all instruments and agreements relating thereto, and confirms that (a) all of the foregoing remain in full force and effect, (b) each of the foregoing is enforceable against the Borrower in accordance with its terms, and (c) in furtherance and not limitation of the foregoing, the security interests granted pursuant to the Loan Documents and any other security agreement, surety agreement, mortgage, assignment or other collateral agreement, remain in full force and effect and secure all liabilities and obligations of the Borrower to the Bank(s) under the Credit Agreement, as amended hereby, or otherwise. 7. Miscellaneous. Article XIII of the Credit Agreement is incorporated herein by this reference and shall apply to this Amendment No. 1. Execution of this Amendment No. 1 shall not constitute an agreement by the Agent or the Bank(s) to execute any other amendment or modification of the Credit Agreement. References to the Credit Agreement in any document relating thereto shall be deemed to include this Amendment No. 1. This Amendment No. 1 may be executed in counterparts. IN WITNESS WHEREOF, the Borrower, the Agent, and the Bank have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written. WACHOVIA BANK, NATIONAL ASSOCIATION, for itself and as Agent By: /Harry E. Ellis/ Name:Harry E. Ellis Title:Senior Vice President ATTEST: DORMAN PRODUCTS, INC. (formerly known as R & B, Inc.) By: /Thomas J. Knoblauch/ By: /Mathias Barton/ ------------------------ ------------------------- Name: Thomas J. Knoblauch Name: Mathias Barton Title: Assistant Secretary Title: Chief Financial Officer [Corporate Seal] EXHIBIT A OFFICER'S CERTIFICATE Pursuant to Amendment No. 1 to the Third Amended and Restated Credit Agreement The undersigned, Mathias Barton, Chief Financial Officer of Dorman Products, Inc. (the "Company"), in such capacity and on behalf of such Company, hereby certifies, pursuant to Amendment No. 1 ("Amendment No. 1") to the Third Amended and Restated Credit Agreement dated as of July 24, 2006, as amended the date hereof (collectively, the "Credit Agreement"), between Dorman Products, Inc. and Wachovia Bank, National Association that: (1) no Event of Default has occurred and is continuing; (2) there has been no material adverse change in the Company's business, operations, properties or condition, financial or otherwise, since July 24, 2006; and (3) all representations, warranties and covenants made by the Company in the Credit Agreement and/or Amendment No. 1 are true and correct in all material respects, and all conditions precedent to the Banks' obligations there under, have been satisfied or waived by the Bank(s) in writing. All capitalized terms herein shall have the meaning set forth in the Credit Agreement, unless defined herein. Dated: December ____, 2007 By: __________________________________ Name: Mathias Barton Title: Chief Financial Officer EXHIBIT B SECRETARY'S CERTIFICATE -DORMAN PRODUCTS, INC. Pursuant to Amendment No. 1 to Third Amended and Restated Credit Agreement The undersigned, Thomas J. Knoblauch, Assistant Secretary of Dorman Products, Inc. ("Company"), in such capacity and on behalf of such Company, hereby certifies, pursuant to Amendment No. 1 ("Amendment No. 1") to the Third Amended and Restated Credit Agreement dated as of July 24, 2006, as amended the date hereof (collectively, the "Credit Agreement"), between the Company and Wachovia Bank, National Association, that (i) the copies of items (1), (2), (3) and (4) below as delivered pursuant to a Secretary's Certificate dated July 24, 2006 and (ii) attached item (5) below are true and correct copies of the following and are in full force and effect and have not been amended, altered, or repealed as of the date hereof except as shown in such attachments: (1) certificate of incorporation, as certified by the Secretary of State of the state of incorporation, of the Company; (2) good standing certificates with respect to the Company from the Secretary of State of the state in which the Company is incorporated or formed, and in each state in which the Company is required to qualify to do business, except such states where the failure to so qualify would have no material adverse effect on the financial condition of the Company; (3) the bylaws of the Company; (4) the names, incumbency and signatures of the officers of the Company authorized to execute and deliver Amendment No. 1, upon which the Bank(s) may conclusively rely until it shall receive a further certificate of the Company amending the prior certificate; and (5) resolutions of the Board of Directors of the Company, authorizing the execution and delivery of Amendment No. 1 and all documents related thereto. Dated: December ____, 2007 By: __________________________________ Name: Thomas J. Knoblauch Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----