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) – July 30, 2010
IEC
ELECTRONICS CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-6508
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13-3458955
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(Commission
File Number)
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(IRS
Employer Identification No.)
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105 Norton Street, Newark, New York
14513
(Address
of principal executive offices)(Zipcode)
(315)
331-7742
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (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))
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Item
1.01
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Entry
Into Material Definitive Agreement
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On July
30, 2010, IEC Electronics Corp. (the “Company”) entered into the Second Amended
and Restated Credit Facility Agreement (the “Credit Agreement”) with
Manufacturers Traders and Trust Company, a New York banking corporation (the
“Lender”), pursuant to which the Lender has agreed to provide the Company with a
new term loan in the principal amount of $2,000,000 (the “Celmet Term
Loan”). This credit facility is in addition to the
$25.5 million in aggregate senior secured facilities contained in the
Amended and Restated Credit Agreement between the Company and Lender dated
December 16, 2009, as amended (the “Prior Agreement”). The Credit
Agreement amends and restates in its entirety the Prior Agreement.
The following is a summary of the new
$2,000,000 Celmet Term Loan:
The
principal amount of the term loan will be paid in sixty (60) equal monthly
installments of $33,333 each. The Celmet Term Loan matures on July
30, 2015. Borrowings under the Celmet Term Loan bear interest at
LIBOR plus the Applicable Margin, which varies based on the Company’s ratio of
Debt/EBITDARS (as that ratio is defined in the Credit Agreement). The
Credit Agreement prescribes a minimum threshold for the LIBOR component of
interest, which is above the current market level of LIBOR. The
Celmet Term Loan currently bears interest at 3.75%.
The senior secured credit facilities
provided for in the Prior Agreement and the other terms and conditions contained
in the Prior Agreement remain in full force and effect, and are summarized in
the Company’s Current Report on Form 8-K filed on December 23, 2009 and in Note
3 to the Company’s Consolidated Financial Statements contained in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 25, 2010.
The proceeds of the Celmet Term Loan
were used for the purchase of the assets of Celmet Co., Inc. as described below
under Item 8.01.
On July 30, 2010, the Company acquired
certain assets and assumed certain liabilities of Celmet Co., Inc. (“Celmet”), a
precision sheet metal fabrication, component assembly and metal stamping
privately-held company located in Rochester, New York. The
acquisition vertically integrates a portion of the Company’s manufacturing
process enabling the Company to capture additional operational efficiencies, and
also broadens the array of products and services the Company is able to offer
its customers.
The purchase price for the Celmet
acquisition was approximately $2.0 million, funded by senior bank debt (see Item
1.01 above). The purchase price may be adjusted based on a
reconciliation of certain acquired assets and liabilities (“Net Value”) to be
determined subsequent to the closing date, and a cash payment may be owing to
the Company or to the seller, as the case may be.
The Company will lease the premises
(approximately 47,500 square feet) that Celmet currently occupies at
1355-65 Emerson Street, Rochester, New York for a period of 48 months commencing
August 1, 2010 at an annual base rent of $190,000.
On August 3, 2010, the Company issued a
press release announcing the transaction with Celmet.
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Item
9.01
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Financial
Statements and Exhibits
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10.1
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Second
Amended and Restated Credit Facility Agreement, dated as of July 30, 2010,
by and among IEC Electronics Corp. and Manufacturers and Traders Trust
Company.
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99.1
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Press
Release issued by IEC Electronics Corp., dated August 3,
2010.
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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.
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IEC Electronics Corp.
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(Registrant)
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Date: August
5, 2010
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By:
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/s/ W.Barry Gilbert
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W.
Barry Gilbert
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Chairman,
Chief Executive Officer
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