-----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, WRTVa3z2rcpFpFA9VBfzg0vf/QgW7n+oEWbIAoFFVohkNulhjC73VPxb17eTv3Ga OXyYcuztprZC5xMT2Kp3sw== 0000899733-99-000146.txt : 19991231 0000899733-99-000146.hdr.sgml : 19991231 ACCESSION NUMBER: 0000899733-99-000146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991230 ITEM INFORMATION: FILED AS OF DATE: 19991230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23332 FILM NUMBER: 99784498 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 8-K 1 12/30/99 8-K 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: December 30, 1999 EFTC Corporation (Exact Name of Registrant as Specified in Charter) - ---------------------------------- -------------------------- ------------------ Colorado 0-23332 84-0854616 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification #) - ---------------------------------- -------------------------- ------------------ 9351 Grant Street, Sixth Floor Denver, Colorado 80229 (Address of Principal Executive Office) (303) 451-8200 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. Financing Activities: Effective December 30, 1999, EFTC Corporation ("EFTC") and its Senior Lenders agreed to amend the Revolving Line of Credit Agreement to provide a waiver of certain financial covenants for the period ending December 31, 1999. In connection with the amendment, the maturity date was extended until March 30, 2000, and the interest rate was increased to the prime rate plus 2.25%. As additional consideration for this amendment, the Company was required to pay a fee of $175,000 to the Senior Lenders. The Commitment under the Credit Agreement will be maintained at $35 million until January 10, 2000 when it will be reduced to $34 million. The Commitment will be further reduced to $33 million on February 1, 2000 and to $32 million on March 1, 2000. As of December 30, 1999, the outstanding principal balance under the Revolving Line of Credit Agreement was approximately $29.6 million. While the Borrowing Base was in excess of $35 million, the maximum borrowings were limited to the $35 million Commitment in effect on December 30, 1999. In November 1999, the Company entered into a $5 million subordinated loan agreement with a director of the Company. This loan agreement was amended in December 1999 to extend the due date from March 31, 2000 until April 30, 2000. As of December 30, 1999, the Company has received written proposals from several senior lenders who have indicated interest in providing a $40 million asset-based credit facility, subject to an additional infusion of working capital. The Company has engaged two agents to assist in arranging subordinated debt financing and the Company has had numerous discussions and meetings with institutions and its largest customer who have expressed an interest in providing financing. Additional meetings are scheduled through mid-January and management is optimistic that the Company's financing activities will be completed in the first quarter of 2000 and that the amount of incremental financing will be sufficient to attract a new senior bank group under a long-term credit agreement. While management believes the Company will be successful in attracting new lenders, there is no assurance that these financing activities will be completed on terms that will be acceptable to the Company. Special Note Regarding Forward-looking Statements: Certain statements in this Report constitute "forward-looking statements" within the meaning of the federal securities laws. In addition, EFTC or persons acting on its behalf sometimes make forward-looking statements in other written and oral communications. Such forward-looking statements may include, among other things, statements concerning the Company's ability to complete financings on terms that will be acceptable to the Company, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of EFTC, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, changes in economic or business conditions in general or affecting the electronic products industry in particular, changes in the competitive environment in which the Company operates, and other factors identified as "Risk Factors" or otherwise described in the Company's filings with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) and (b) Not applicable. (c) Exhibits The following Exhibit is filed with this report: 10.1 Amendment and Waiver to Credit Agreement between the Company and Bank One, Colorado, as agent, dated as December 30, 1999 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 of the undersigned thereunto duly authorized. EFTC CORPORATION DATE: December 30, 1999 By: /s/ James A. Doran ------------------------------- Name: James A. Doran Title: Vice President EX-10.1 2 AMENDMENT TO CREDIT AGREEMENT AMENDMENT AND WAIVER to CREDIT AGREEMENT This Amendment and Waiver to Credit Agreement ("Amendment") is dated as of December 20, 1999 by the BANKS listed on the signature pages hereof (the "Banks") and EFTC CORPORATION. WITNESSETH WHEREAS, EFTC Corporation (the "Borrower"), the Banks and Bank One, Colorado, N.A., as Agent (the "Agent"), are parties to a Credit Agreement dated as of September 30, 1997, as amended by the Restated and Amended Credit Agreement dated as of March 12, 1999, as amended (the "Credit Agreement") (capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement); and WHEREAS, the Borrower has requested an extension of the Maturity Date and the amendment of certain provisions of the Credit Agreement. NOW THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, the parties hereto agree as follows: 1. Amendments. Upon and after the Amendment Effective Date (as defined below) a) The defined term "Applicable Margin" in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: "Applicable Margin" means 2.25%. b) The defined term "Eligible Account Receivable" in Section 1.1 of the Credit Agreement is amended by adding the following proviso to the end of subsection (viii): provided, however, that Accounts Receivables from Honeywell, Inc. that are otherwise Eligible Accounts Receivables, will not be excluded for failing to comply with this subsection (viii); c) The defined term "Maturity Date" in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: "Maturity Date" means the first to occur of (i) March 30, 2000 and (ii) the date on which the due date of the Loans has been accelerated and payment demanded by the Banks by reason of an Event of Default pursuant to Article VI. d) The defined term "Maximum Revolving Credit Amount" in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: "Maximum Revolving Credit Amount" means the lesser of (i) the Revolving Loans Commitment in effect at the time of determination or (ii) the Borrowing Base in effect at the time of determination. e) The defined term "Revolving Loans Commitment" in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: "Revolving Loans Commitment" means the commitment of the Banks to Advance Revolving Loans and Swing Loans to the Borrower or to issue Letters of Credit for the account of the Borrower from time to time as provided in Section 2.1 in the aggregate amounts as follows: On and after Aggregate Commitment December 31, 1999 $35,000,000.00 January 10, 2000 $34,000,000.00 February 1, 2000 $33,000,000.00 March 1, 2000 $32,000,000.00 f) The defined term "Revolving Loans Scheduled Maturity Date" in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: "Revolving Loans Scheduled Maturity Date" means March 30, 2000. g) The defined term "Subordinated Debt" in Section 1.1 of the Credit Agreement is amended in its entirety to read as follows: "Subordinated Debt" means the (i) the Monfort Subordinated Notes, (ii) the promissory note dated November 11, 1999 issued by the Borrower to the Monfort Family Limited Partnership I pursuant to the Note Agreement dated as of November 11, 1999, and (iii) any other Debt of the Borrower that is subordinated on terms and conditions, and that is subject to other terms and conditions, satisfactory in form and substance to the Required Banks. h) Section 5.1 of the Credit Agreement is amended by the addition of a new subsection (u) that shall read in its entirety as follows: (u) Consultant. On or after March 1, 2000, the Agent may retain a consultant of its choice to review the Borrower's and Guarantors' financial statements, agings, facilities, business plans, forecasts, proposed debt and equity offerings and, among other things, assess the going concern value and viability of the Borrower and the Guarantors. Such review shall be in scope and detail satisfactory to the Agent. The Borrower shall, and shall cause the Guarantors, to cooperate fully with such consultant, and its agents and employees. Upon reasonable notice to the Borrower, the consultant shall have unrestricted access to the books and records during normal business hours of the Borrower and Guarantors, and their facilities and employees. The reports, conclusions and analysis of the consultant shall be delivered only to the Agent for the consideration and use by the Banks. The Borrower shall promptly pay or reimburse the Agent for the actual cost of the consultant's review and report, including all out-of-pocket expenses for travel, food and lodging. i) Schedule 2.1 of the Credit Agreement is amended and restated in the form of the attached Exhibit A and the Commitments of the Banks shall be reduced in the amounts and at the times set forth in such Schedule 2.1, as amended. j) The Agent shall from time to time provide to Borrower revisions of Exhibit B-4 to the Credit Agreement, the Form of Borrowing Base Certificate, that shall accommodate the amendments to the Borrowing Base calculation that arise out of this Amendment. The Borrower shall utilize the revised Form of Borrowing Base Certificate on and after its receipt thereof. 2. Waiver. Pursuant to Section 8.1 of the Credit Agreement, the Banks hereby waive the financial covenants set forth in Sections 5.2(a) of the Credit Agreement for the period ending December 31, 1999. 3. Conditions Precedent. In the judgement of the Agent, each of the following conditions shall have been satisfied: (a) A Reaffirmation of Guaranty, in form and substance satisfactory to the Agent, shall have been executed and delivered to the Agent by all of the Guarantors; (b) A subordination agreement, in form and substance satisfactory to the Agent, shall have been executed and delivered to the Agent by Richard L. Monfort with respect to the Subordinated Debt; (c) The Borrower shall have paid the Agent an Amendment Fee of $175,000.00 for the pro rata benefit of the Banks; (d) Amendments, satisfactory in form and substance to the Agent, prohibiting the payment of principal under the Note Agreement dated September 5, 1997 between the Borrower and Richard L. Monfort and the Note Agreement dated November 11, 1999 between the Borrower and the Monfort Family Limited Partnership I, prior to April 30, 2000, shall have been executed and delivered by the parties thereto; (e) The Borrower shall have paid the Agent an Administrative Fee of $25,000.00 for the sole benefit of the Agent; and (f) The Borrower shall have paid the reasonable legal fees and expenses incurred by the Agent in connection with the preparation of this Amendment and related instruments. 4. Representations and Warranties. In order to induce the Banks to agree to this Amendment and Waiver, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment and Waiver: (a) No Event of Default has occurred and is continuing and no Event of Default will exist immediately after giving effect to the amendment contained herein; (b) Each of the representations and warranties set forth in Article IV of the Credit Agreement are true and correct as though such representations and warranties were made at and as of the Amendment Effective Date, except to the extent that any such representations or warranties are made as of a specified date or with respect to a specified period of time, in which case such representations and warranties shall be made as of such specified date or with respect to such specified period. Each of the representations and warranties made under the Credit Agreement shall survive to the extent provided therein and not be waived by the execution and delivery of this Amendment; (c) The Borrower is a duly organized, validly existing corporation and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Amendment, and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment; (d) No consent of any other Person or filing or action by any Governmental Authorities, is required to authorize the execution, delivery and performance of this Amendment; (e) This Amendment has been duly executed by a duly Authorized Signatory on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforcement thereof may be subject to the effect of any applicable (i) bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principals of equity; and (f) The execution and delivery and performance of the agreements in this Amendment will not violate any law, statute or regulation applicable to the Borrower or any order or decree of any Governmental Authorities, or conflict with or result in the breach or any contractual obligation of the Borrower. 5. Effectiveness. The amendments and waivers to the Credit Agreement set forth herein shall become effective as of December 30, 1999 after the Agent shall have received this Amendment, executed and delivered by the Borrower and the Banks and all of the conditions precedent set forth in Section 3 above, have been satisfied (the "Amendment Effective Date"). 6. Counterparts. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. 7. Expenses. The Borrower agrees to pay all reasonable costs and expenses, including filing and recording fees, incurred by the Agent in connection with the preparation, execution and delivery of this Amendment and Waiver and any other documents or instruments which may be delivered in connection herewith, including without limitation, the reasonable fees and expenses of Davis, Graham & Stubbs LLP, counsel for the Agent. 8. Governing Law. The rights and duties of the Borrower, the Banks and the Agent under this Amendment and Waiver shall be governed by the law of the State of Colorado. 9. Release. The Borrower has informed the Agent that it will not pay in full the Obligations under the Credit Agreement as of the December 30, 1999 Maturity Date set forth in the Credit Agreement prior to this Amendment. In consideration of the amendments and waivers provided herein, the Borrower releases and discharges the Banks and the Agent, and their respective directors, officers, employees, agents, successors and assigns from all claims and causes of action of any nature whatsoever, which the Borrower, its successors and assigns ever had or have as of the date hereof against the Banks and the Agent that arise, directly or indirectly, out of or are related to the Credit Agreement. The Borrower acknowledges that the Obligations arising under the Credit Agreement are not subject to any such counterclaim, offset, defense or rights of recoupment against the Banks. 10. Ratification. The Credit Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects confirmed, approved and ratified. Except to the extent amended hereby, all terms and conditions of the Credit Agreement remain the same. All references to the Credit Agreement in any of the Loan Instruments shall mean the Credit Agreement as amended by this Amendment. IN WITNESS WHEREOF the Banks have caused this Amendment to be duly executed as of the date first written above. BANK ONE, COLORADO, N.A., KEYBANK NATIONAL ASSOCIATION as Agent and Bank By /s/ Dennis Warren By /s/ Gary G. Petak Dennis Warren Gary G. Petak Vice President Senior Vice President NATIONAL BANK OF CANADA MITSUI LEASING CAPITAL CORPORATION By Andrew M. Conneen, Jr. By /s/ R. Wayne Hutton Andrew M. Conneen, Jr. R. Wayne Hutton Vice President Senior Vice President By /s/ Raymond L. Yager Raymond L. Yager Vice President AGREED AND ACCEPTED: EFTC CORPORATION By /s/ James Doran James Doran Vice President and Corporate Controller -----END PRIVACY-ENHANCED MESSAGE-----