-----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, NGAvoqqZ02tWc5w4iCCdxlLTA7GqZ17UJfeoAJBgt8EbHuAfjEJi0nlFyZ0GQtrA SOZsc24bVWaaT1dIpvrCsg== 0001104659-07-044977.txt : 20070604 0001104659-07-044977.hdr.sgml : 20070604 20070604155555 ACCESSION NUMBER: 0001104659-07-044977 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070604 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECKERS OUTDOOR CORP CENTRAL INDEX KEY: 0000910521 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 953015862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22446 FILM NUMBER: 07897504 BUSINESS ADDRESS: STREET 1: 495A SOUTH FAIRVIEW AVENUE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8059677611 MAIL ADDRESS: STREET 1: 495-A S FAIRVIEW AVE CITY: GOLETA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: DECKERS FOOTWEAR CORP DATE OF NAME CHANGE: 19930811 8-K 1 a07-15605_18k.htm 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):  June 4, 2007

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 

 

 

0-22446

 

95-3015862

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

495A South Fairview Avenue, Goleta, California

 

93117

(Address of principal executive offices)

 

(Zip code)

 

 

 

    Registrant’s telephone number, including area code   (805) 967-7611

 

 

 

None

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 June 4, 2007 Deckers Outdoor Corporation entered into Amendment Number Nine (the “Amendment”) to its Amended and Restated Credit Agreement (the “Credit Agreement”) with Comerica Bank.  The Amendment extends the maturity date of amounts outstanding under the Credit Agreement to June 1, 2009.

The Amendment is included in this Current Report as Exhibit 10.1.  The summary above is qualified in its entirety by reference to such exhibit.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

 

 

 

10.1

 

Amendment Number Nine to Amended and Restated Credit Agreement, dated as of June 4, 2007, among Deckers Outdoor Corporation and Comerica Bank

 

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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 hereunto duly authorized.

 

Deckers Outdoor Corporation

 

 

 

 

Date: June 4, 2007

/s/ Zohar Ziv

 

 

 

Zohar Ziv, Chief Financial Officer and Executive Vice

President of Finance and Administration

 

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INDEX TO EXHIBITS

Exhibit No.

 

Description

 

 

 

10.1

 

Amendment Number Nine to Amended and Restated Credit Agreement, dated as of June 4, 2007, among Deckers Outdoor Corporation and Comerica Bank

 

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EX-10.1 2 a07-15605_1ex10d1.htm EX-10.1

Exhibit 10.1

AMENDMENT NUMBER NINE TO AMENDED AND RESTATED
CREDIT AGREEMENT

This AMENDMENT NUMBER NINE TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 4, 2007, is entered into among DECKERS OUTDOOR CORPORATION, a Delaware corporation (“Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-California, a California banking corporation (“Bank”), with reference to the following facts:

A.            Borrower and UGG Holdings, Inc., a California corporation (“UGG”), on the one hand, as co-borrowers, and Bank, on the other hand, previously entered into that certain Amended and Restated Credit Agreement, dated as of November 25, 2002, as amended from time to time (as so amended, the “Agreement”);

B.            UGG has duly merged with and into Borrower and Borrower is the surviving entity; and

C.            Borrower and Bank desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:

1.             Defined Terms.  All initially capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

2.             Amendment to Section 1.1.

(a)          The definition of “Revolving Loans Maturity Date” is hereby amended in its entirety as follows:  “‘Revolving Loans Maturity Date’ means June 1, 2009.”

3.             Representations and Warranties.  In order to induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank that:

(a)          No Event of Default or Unmatured Event of Default is continuing;

(b)          All of the representations and warranties set forth in the Agreement and the Loan Documents are true, complete and accurate in all respects (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date); and

(c)          This Amendment has been duly executed and delivered by Borrower, and after giving effect to this Amendment, the Agreement and the Loan Documents continue to constitute the legal, valid and binding agreements and obligations of Borrower, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors’ rights generally.




4.             Conditions Precedent to Effectiveness of Amendment.  The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:

(a)          Bank shall have received this Amendment, duly executed by Borrower and Bank;

(b)          No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred and be continuing; and

(c)          All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date).

5.             Counterparts; Telefacsimile Execution.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment.  Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

6.             Integration.  The Agreement as amended by this Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof.

7.             Reaffirmation of the Agreement.  The Agreement as amended hereby and the other Loan Documents remain in full force and effect.

[signatures follow]

2




IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first hereinabove written.

DECKERS OUTDOOR CORPORATION,

 

a Delaware corporation

 

 

 

 

 

 

 

By

 

/s/ Zohar Ziv

 

 

Name:

Zohar Ziv

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

COMERICA BANK,

 

a Michigan banking corporation, successor by
merger to Comerica Bank-California, a California
banking corporation

 

 

 

 

 

By:

 

/s/ Geoffrey Matthews

 

 

Name:

Geoffrey Matthews

 

Title:

Vice President

 

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