-----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, BPXveBuSuCAW5E7ad0Di8tqbxaLo8HnvOTnTXSTPcEi+J8a1taLVqr+IjWyBhgR0 uPYpnCvpv+xOmlZccWCvBA== 0001157523-09-004759.txt : 20090708 0001157523-09-004759.hdr.sgml : 20090708 20090707181109 ACCESSION NUMBER: 0001157523-09-004759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090708 DATE AS OF CHANGE: 20090707 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: 09934002 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 a6002072.txt DECKERS OUTDOOR CORP. 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 29, 2009 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 ----------------------------- - -------------------------------------------------------------------------------- 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 June 29, 2009, Deckers Outdoor Corporation (the "Company") entered into Amendment Number Eleven (the "Amendment") to its Amended and Restated Credit Agreement dated as of November 25, 2002, as amended from time to time (the "Agreement") with Comerica Bank (the "Bank"). The Amendment provides, among other things, as follows: (i) The "Letter of Credit Sublimit" (as defined in the Agreement) is changed to $2,500,000 with respect to standby Letters of Credit and $10,000,000 with respect to commercial Letters of Credit; and (ii) Changed financial covenants related to leases, capital expenditures and consolidated net loss for the fiscal quarter ending June 30, 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. We currently have no amounts outstanding under the credit facility. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description -------------- -------------------------------------------- 10.1 Amendment No. 11 to Amended and Restated Credit Agreement among Deckers Outdoor Corporation and Comerica 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. Deckers Outdoor Corporation Date: July 7, 2009 /s/ Zohar Ziv -------------------------- Zohar Ziv Chief Operating Officer EX-10.1 2 a6002072ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NUMBER ELEVEN TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NUMBER ELEVEN TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of June 29, 2009, is entered into among DECKERS OUTDOOR CORPORATION, a Delaware corporation ("Deckers"), TSUBO, LLC, a Delaware limited liability company ("Tsubo" and collectively with Deckers, "Borrower"), and COMERICA BANK ("Bank"), with reference to the following facts: A. Deckers 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 Deckers and Deckers is the surviving entity; C. On or about May 5, 2008, Deckers, purchased all of the ownership interests in Tsubo, LLC, a Delaware limited liability company ("TSUBO"), and in connection with such acquisition, Deckers, Tsubo and Bank entered into that certain Joinder Agreement dated June 30, 2008, pursuant to which TSUBO became a Borrower under the Agreement; and C. Borrower and Bank desire to amend and waive certain provisions of 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 "Letter of Credit Sublimit" is hereby amended to read as follows: "Letter of Credit Sublimit" means Two Million Five Hundred Thousand Dollars ($2,500,000) with respect to standby Letters of Credit and Ten Million Dollars ($10,000,000) with respect to commercial Letters of Credit. 3. Amendment to Section 7.5. Section 7.5 is hereby amended to read as follows: 7.5 Leases 1 Create, incur, assume or suffer to exist, or permit any Subsidiary (other than the Excluded Subsidiaries) to create, incur, assume or suffer to exist, any obligation as a lessee for the rental or hire of any real or personal property, other than (i) leases that have been or should be capitalized in accordance with GAAP, and (ii) leases (other than Capital Leases) that do not in the aggregate require payments (including taxes, insurance, maintenance, and similar expenses which any Borrower or any Subsidiary (other than the Excluded Subsidiaries) is required to pay under the terms of any lease) in excess of Twenty Million Dollars ($20,000,000) on a consolidated basis for Borrowers and the Subsidiaries (other than the Excluded Subsidiaries) in any fiscal year of Borrowers." 4. Amendment of Section 7.12. Section 7.12 is hereby amended to read as follows: "7.12 Capital Expenditures "Make, or permit any Subsidiary (other than the Excluded Subsidiaries) to make, any Capital Expenditures, or any commitments therefor, in excess of Twenty Five Million Dollars ($25,000,000) in the aggregate, on a consolidated basis, in fiscal year 2009 and Fifteen Million Dollars ($15,000,000) in any fiscal year thereafter." 5. Amendment of Section 7.15(b). Section 7.15(b ) is hereby amended such that Parent shall not to have a Consolidated Net Loss for the fiscal quarter ending June 30, 2009, of greater than Three Million Dollars ($3,000,000). 6. Representations and Warranties. In order to induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank that: (a) After giving effect to this Amendment, 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. 7. 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 2 (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). 8. 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. 9. 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. 10. Reaffirmation of the Agreement. The Agreement as amended hereby and the other Loan Documents remain in full force and effect. [signatures follow] 3 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 Operating Officer TSUBO, LLC, a Delaware limited liability company By its Managing Member: DECKER OUTDOOR CORPORATION, a Delaware corporation By: /s/ Zohar Ziv ----------------------------------- Name: Zohar Ziv Title: Chief Operating Officer COMERICA BANK By: /s/ Geoffrey Matthews ----------------------------------- Name: Geoffrey Matthews Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----