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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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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): October 28, 2003 REPTRON ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) (813) 854-2351
(Registrants Telephone Number, Including Area Code) (Former Name or Former Address, if Changed
Since Last Report)
On October 28, 2003, Reptron Electronics,
Inc. (the "Company") filed a voluntarily petition for relief under Chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Southern District of Florida
(the "Bankruptcy Court") (Case No.
03-35966-BKC). The Company will continue to manage its properties and operate
its businesses as a "debtor-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code.
A press release on this subject was issued on
October 28, 2003, and is attached as Exhibit 99.1.
On October 27, 2003, William L. Elson, a member of the Board of Directors of the
Company tendered his resignation as a director, effective immediately. Mr.
Elson's resignation as a director did not involve any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices, and Mr. Elson has not requested that any matter be disclosed. A press release on this subject was issued on October 28, 2003, and is attached as Exhibit 99.1. 99.1 Press Release, dated October 28, 2003.
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. REPTRON ELECTRONICS, INC. (Registrant) /s/ Paul J. Plante Paul J. Plante President, Chief Operating Officer and Principal Accounting Officer
EXHIBIT INDEX 99.1 REPTRON ELECTRONICS, INC. FILES CHAPTER 11 PETITION TO IMPLEMENT "PRE-NEGOTIATED" DEBT
RESTRUCTURING Operations to Continue Uninterrupted and Company Plans to Pay
All Trade Creditors in Full Tampa, Florida, October 28, 2003―
000-23426
38-2081116
(Commission File Number)
(IRS Employer Identification No.)
13700 Reptron Boulevard, Tampa, Florida
33626
(Address of principal executive offices)
(Zip Code)
ITEM 3.
BANKRUPTCY OR RECEIVERSHIP
ITEM 5.
OTHER EVENTS
ITEM 7.
FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits.
Date:
November 5, 2003
By:
Exhibit No.
Document Description
Press Release, dated
October 28, 2003.
Since June 30, 2003, the Company, its current senior secured lenders and the ad-hoc committee have negotiated the significant terms of the restructuring included in the pre-negotiated Chapter 11 plan of reorganization filed in Bankruptcy Court today. Reptron anticipates that the Bankruptcy Court will confirm the pre-negotiated plan of reorganization within 90 days to 120 days, and that the Company will emerge from bankruptcy as soon as practicable thereafter. However, there can be no assurance that the pre-negotiated plan of reorganization will be approved by all requisite constituencies and the Bankruptcy Court.
Under the proposed plan of reorganization, the Company's existing convertible notes which total approximately $76.3 million of principal, along with all accrued and unpaid interest, will be exchanged for new notes with a total principle balance of $30 million. The term of the new notes will be five years and will carry a seven percent annual interest rate during the first two years and an eight percent annual interest rate during the remaining three years. The current noteholders will also receive 95% of the Company's common shares outstanding.
Reptron intends to continue operating under Chapter 11 consistent with its ordinary course of business practices. The Company expects to receive Bankruptcy Court approval within the next few days to, among other things, continue payment of pre-petition and post-petition wages and employee benefits. Likewise, the Company will seek authorization from the Bankruptcy Court to pay suppliers for goods and services provided to the Company before the Chapter 11 filing, as long as these suppliers continue to extend regular trade credit terms to the Company. Under the pre-negotiated plan of reorganization filed by the Company, all suppliers of goods and services are to be paid in full.
In conjunction with the pre-negotiated Chapter 11 filing, CIT Group/Business Credit, Inc. has committed to provide $20 million in debtor-in-possession (DIP) financing to fund the Company's operations during the Chapter 11 proceedings. Upon approval by the Bankruptcy Court, the DIP financing facility, together with the Company's available cash reserves and cash provided by operations, is expected to provide sufficient liquidity for the Company to pay for goods and services within standard terms.
"This restructuring, once fully implemented, will allow Reptron to take full advantage of our core strengths in electronics manufacturing," said Paul J. Plante, Reptron's President and Chief Operating Officer. "The restructuring of our convertible notes completes the final step in our strategic plan which positions the Company to take advantage of future growth opportunities," Plante said.
Plante continued, "Through the recent sale of our distribution and memory module divisions, Reptron has generated over $20 million in cash proceeds and exited those businesses which accounted for the majority of our recent operating losses. Once the restructuring is completed, Reptron will have reduced its debt load by over $73 million, and over 60% of the Company's debt which was outstanding when we entered 2003 will have been eliminated."
"Our customers and suppliers should experience no change in our business operations," said Plante. "We have taken great care to make sure that suppliers are paid in full in the ordinary course of business and that our customers continue to receive the same high quality service to which they are accustomed."
Following the Board's adoption of resolutions authorizing the bankruptcy filing, and in conjunction with that filing, Mr. William Elson, a member of the Board of Directors since 1994, resigned from the company's Board. Mr. Elson's resignation did not involve any disagreement with the company on any matter relating to the Company's operations, policies, or practices, and Mr. Elson has not requested that any matter be disclosed.
About Reptron
Reptron Electronics, Inc. is an electronics manufacturing services company providing engineering services, electronics manufacturing services and display integration services. Reptron Manufacturing Services offers full electronics manufacturing services including complex circuit board assembly, complete supply chain services and manufacturing engineering services to OEMs in a wide variety of industries. Reptron Display and System Integration provides value-added display design engineering and system integration services to OEMs. For more information, please access www.reptron.com
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