Syntax-Brillian Corp - Current report filing (8-K)
July 08 2008 - 5:22PM
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
June 30, 2008
Date of Report (Date of earliest event reported)
Syntax-Brillian
Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50289
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05-0567906
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(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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1600 N. Desert Drive
Tempe, Arizona
85281
(Address of Principal Executive Offices) (Zip Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
July 7, 2008, we and two of our wholly owned subsidiaries, Syntax Groups Corporation and
Syntax-Brillian SPE, Inc., entered into an asset purchase agreement with Olevia
International Group, LLC, an affiliate of TCV Group, one of our original partners for industrial
and mechanical design and a current provider of plastic injection molded parts for our Olevia-branded
high-definition LCD televisions. Under the terms of the asset purchase agreement, Olevia International
Group, LLC will assume $60.0 million of our secured debt in exchange for the purchased assets.
The asset purchase agreement is subject to the approval of the United States Bankruptcy Court for the
District of Delaware in connection with the filing of our voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code as more fully described in Item 1.03 of this Current Report on Form 8-K.
The
description of the material terms of the asset purchase agreement,
attached hereto as Exhibit 10.85 and incorporated herein by
reference as if set forth in full, does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
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Item 1.03.
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Bankruptcy or Receivership.
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On
July 8, 2008, we and two of our wholly owned subsidiaries, Syntax Groups Corporation and
Syntax-Brillian SPE, Inc., filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. We will
continue to operate our business and manage our properties as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code.
A copy of the press release relating to the foregoing is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
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Item 2.04.
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Triggering Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
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The filing of our voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware constitutes an
event of default under the credit and guaranty agreement with certain lenders and Silver Point
Finance, LLC, as administrative agent, collateral agent, and lead arranger dated October 26, 2007,
as amended.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On July 1, 2008, we received a Nasdaq Staff Determination Letter stating that we are not in
compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Market
because for the last 30 consecutive business days, the bid price of our common stock has closed
below the minimum $1.00 per share requirement set forth in Nasdaq Marketplace Rule 4450(a)(5). In
accordance with Nasdaq Marketplace Rule 4450(e)(2), we have been provided 180 calendar days, or
until December 29, 2008, to regain compliance. However, due to our filing of a petition in the
United States Bankruptcy Court described more fully in Item 1.03 of this Current Report on Form
8-K, we do not intend to attempt to regain compliance with this Marketplace Rule and expect that
our common stock will be delisted from the Nasdaq Global Market within the next 10 days.
A copy of the press release disclosing our receipt of the Nasdaq Staff Determination Letter is
attached hereto as Exhibit 99.1.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Board of Directors
Effective
June 30, 2008, Vincent F. Sollitto, Jr., James Ching Hua Li, Bruce Berkoff, David
Chavoustie, Yasushi Chikagami, and Max Fang resigned as directors of our Company.
1
Following these resignations, Michael Garnreiter constitutes the sole member of our Board of
Directors.
James Ching Hua Li
On July 2, 2008, our Board of Directors terminated James Ching Hua Li as our President and
Chief Executive Officer.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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Exhibit
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Number
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10.85
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Asset
Purchase Agreement, dated July 7, 2008, by and among Syntax-Brillian
Corporation, Syntax-Brillian SPE, Inc., Syntax Groups Corporation,
Olevia International Group, LLC, and Mr. Jung-Jyh Wu a/k/a
Mr. John Wu
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99.1
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Press release from Syntax-Brillian Corporation, dated July 8,
2008, entitled “Syntax-Brillian Announces Asset Purchase Agreement, Files Voluntary Petition for Chapter 11 Reorganization to Facilitate Sale”
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2
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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SYNTAX-BRILLIAN CORPORATION
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Date: July 8, 2008
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By:
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/s/ Greg Rayburn
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Greg Rayburn
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Interim Chief Executive Officer
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3
EXHIBIT INDEX
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10.85
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Asset Purchase Agreement, dated July 7, 2008, by and among Syntax-Brillian
Corporation, Syntax-Brillian SPE, Inc., Syntax Groups Corporation,
Olevia International Group, LLC, and Mr. Jung-Jyh Wu a/k/a
Mr. John Wu.
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99.1
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Press release from Syntax-Brillian Corporation, dated
July 8, 2008, entitled
“Syntax-Brillian Announces Asset Purchase Agreement, Files Voluntary Petition for Chapter 11 Reorganization to Facilitate Sale”
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