- Current report filing (8-K)
October 19 2011 - 9:00AM
Edgar (US Regulatory)
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
October
14, 2011
Date
of Report (Date of earliest event reported)
iPARTY
CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-15611
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76-0547750
|
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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270 Bridge Street, Suite 301, Dedham, Massachusetts
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02026
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(Address
of principal executive offices)
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(Zip
Code)
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(781) 329-3952
(
Registrant’s
telephone number, including area code)
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 (
see
General Instruction A.2. below):
⃞
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 October 14, 2011, iParty Corp. (the “
Company
”) and its
wholly-owned subsidiary, iParty Retail Stores Corp., as borrowers
(together the “
Borrowers
”) entered into that certain First
Amendment (the “
Amendment
”) to the Second Amended and
Restated Credit Agreement (the “
Credit Facility
”) by and
among the Borrowers and Wells Fargo Bank, National Association, as
administrative agent and collateral agent (“
Wells Fargo
”)
dated July 1, 2009.
The Amendment continues the Credit Facility in the amount of up to
$12,500,000 and extends the current maturity date of the Credit Facility
for an additional five years from the date of signing to October 14,
2016. Prior to the Amendment, the Credit Facility was set to expire in
July 2012. The Credit Facility also allows the Borrowers to increase
the revolving line of credit up to a maximum level of $15,000,000. The
amount of borrowing that is available from time to time under the Credit
Facility is determined as a percentage of the value of eligible
inventory plus a percentage of the value of eligible credit card
receivables, as reduced by certain reserve amounts that may be required
by Wells Fargo.
The Amendment also includes a number of improved terms to the Credit
Facility, including:
|
•
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Advances under the Credit Facility will carry interest of 0.25%
over Bank Prime Rate or 2.00% over LIBOR, at iParty’s option,
compared to margins of up to 3.5% under the prior Credit Facility.
|
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•
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Higher advance rates on eligible inventory during part of the
Company’s fiscal year.
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•
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Reduced reserves against eligible inventory, increasing the
Company’s borrowing base.
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•
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Increased ability to secure equipment financing through leasing or
purchase money loans.
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•
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Potential for reduced administrative expense based on level of
outstanding loans.
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•
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No prepayment penalty through the term of the Credit Facility.
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The Credit Facility also continues to provide for letters of credit and
includes an unused line fee on the unused portion of the revolving
credit line, which has been reduced under the Amendment. The Company’s
obligations under the Credit Facility, as amended, continues to be
secured by a lien on substantially all of the personal property the
Company and its wholly owned subsidiary.
The foregoing description of the Amendment is only a summary and is
qualified in its entirety by reference to the Amendment, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On October 19, 2011, iParty Corp. issued a press release announcing its
results of operations for the third fiscal quarter of 2011 ended
September 24, 2011. The press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is being
furnished to the Securities and Exchange Commission and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 in respect of the
Amendment, and Exhibit 10.1 in respect thereof, are hereby incorporated
by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Exhibit
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10.1
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First Amendment dated October 14, 2011 to Second Amended and
Restated Credit Agreement among iParty Corp. and iParty Retail
Stores Corp., as borrowers, and Wells Fargo Bank, National
Association, as Administrative Agent and Collateral Agent.
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99.1
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Press Release dated October 19, 2011.
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SIGNATURE
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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iPARTY CORP.
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By:
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/s/ SAL PERISANO
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Sal Perisano
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Chairman of the Board and
Chief Executive Officer
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Dated:
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October 19, 2011
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EXHIBIT INDEX
Exhibit No.
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Exhibit
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|
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10.1
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First Amendment dated October 14, 2011 to Second Amended and
Restated Credit Agreement among iParty Corp. and iParty Retail
Stores Corp., as borrowers, and Wells Fargo Bank, National
Association, as Administrative Agent and Collateral Agent.
|
99.1
|
Press Release dated October 19, 2011.
|
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