-----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, SmjrWUCwq8aLbwroyD+/qQKYJeciR7+VJzbRoDZktOofVBtKdnW3Sv4fg1ipKmRc TMUS4Yv48B369RKtRBscmw== 0001181431-05-014495.txt : 20050304 0001181431-05-014495.hdr.sgml : 20050304 20050304143431 ACCESSION NUMBER: 0001181431-05-014495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050301 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLSTAR CORP CENTRAL INDEX KEY: 0000913590 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 752479727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22972 FILM NUMBER: 05660878 BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT DR CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 972-466-5000 MAIL ADDRESS: STREET 1: 1730 BRIERCROFT DRIVE STREET 2: LEGAL DEPT. CITY: CARROLLTON STATE: TX ZIP: 75006 8-K 1 rrd71422.htm CELLSTAR CORPORATION FORM 8-K FILED 03.04.05 Prepared By R.R. Donnelley Financial -- Form 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):  03/01/2005
 
CELLSTAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Commission File Number:  0-22972
 
Delaware
  
75-2479727
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification No.)
 
1730 Briercroft Court, Carrollton, Texas 75006
(Address of Principal Executive Offices, Including Zip Code)
 
(972)466-5000
(Registrant’s Telephone Number, Including Area Code)
 
(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:
[  ]   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(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
 

Items to be Included in this Report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
Effective March 1, 2005, CellStar Corporation (the "Company") received a waiver from the lenders under its domestic revolving credit facility related to the Company's failure to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (the "Form 10-K"), by its extended filing date of March 1, 2005. The waiver grants an extension for the delivery of audited financial statements to the lenders until April 15, 2005, and waives an event of default related to the delay in filing the Form 10-K. To be effective, the waiver requires that: (a) the Company file its Form 10-K on or before April 15, 2005; and (b) the holders of the Company's 12% Senior Subordinated Notes due January 2007 (the "Subordinated Notes"), or the trustee on behalf of the holders of the Subordinated Notes, shall not exercise any remedies against the Company or any of its subsidiaries who are borrowers with respect to the delay in filing the Form 10-K, other than giving notice of default pursuant to the indenture governing the Subordinated Notes.

The waiver was executed by Wells Fargo Foothill, Inc., as agent and a lender, Fleet Capital Corporation, Textron Financial Corporation, and PNC National Bank Association, as lenders, and the Company and certain of its subsidiaries as borrowers, including CellStar, Ltd., National Auto Center, Inc., CellStar Financo, Inc., CellStar International Corporation/SA, CellStar Fulfillment, Inc., CellStar International Corporation/Asia, Audiomex Export Corp., NAC Holdings, Inc., CellStar Global Satellite Services, Ltd., and CellStar Fulfillment Ltd.

 

 

Signature(s)
 
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.
 
      
 
CELLSTAR CORPORATION
 
 
Date: March 04, 2005.
     
By:
 
/s/    Elaine Flud Rodrguez
               
Elaine Flud Rodrguez
               
Senior Vice President and General Counsel
 
 
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