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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): December 22, 1997
NOBLE INTERNATIONAL, LTD.
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(Exact name of registrant as specified in its charter)
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Michigan 001-13581 38-3139487
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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33 Bloomfield Hills Parkway, Suite 155, Bloomfield Hills, Michigan 48304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 433-3093
N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
On December 30, 1997, the Registrant entered into an Amended and Restated
Loan Agreement with Comerica Bank which provides the Registrant with a $35
million revolving line of credit facility (the "New Comerica Line"). The New
Comerica Line has a term of three years, is secured by a first priority security
interest in the assets of the Registrant's and its subsidiaries and provides for
the issuance of up to $1 million in standby or documentary letters of credit.
The New Comerica Line replaces the Registrant's and its subsidiaries'
approximately $3.5 million of prior existing revolving credit facilities and
approximately $3.7 million in term debt. The Registrant paid an up front fee of
25 basis points ($87,500) to Comerica in connection with the New Comerica Line.
The New Comerica Line may be utilized for general corporate purposes,
including working capital and acquisition financing. The New Comerica Line
provides the Registrant with borrowing options for advances under the facility
of either a "Eurocurrency Rate" (Comerica's Eurodollar rate as adjusted for
reserves and other regulatory requirements) or a "Base Rate" (the higher of
Comerica's prime rate or the federal funds rate plus 200 basis points), plus an
applicable margin (ranging from 0% to 2.25%) based upon the Registrant's ratio
of funded debt to EBITDA (earnings before interest expense, income taxes,
depreciation and amortization expense). The New Comerica Line is subject to
customary financial and other covenants including, but not limited to,
limitations on payment of dividends, limitations on consolidations, mergers and
sales of assets, and bank approval on acquisitions over $20 million.
In addition, on December 22, 1997, pursuant to a Stock Redemption
Agreement between the Registrant and Twenty-First Century Off-Shore Fund, Ltd.
("Twenty-First"), the Registrant effected the redemption of 38,000 shares of its
Series A Preferred Stock (the "Series A Shares") and 64,838 shares of its common
stock, no par value (the "Common Shares") for an aggregate redemption price of
$3.8 million. Twenty-First requested that the Registrant effect the redemption
of the Series A Shares. The Registrant determined that it was in its best
interests to do so due to the current availability of credit facilities at less
than the dividend rate of the Series A Shares. The Series A Shares have a stated
value of $100 per share, accrue 10% annual cumulative dividends, payable
quarterly, have no voting rights and are redeemable at the option of the
Registrant, in whole or in part, at a per share price equal to the stated value
per share, plus accumulated and unpaid dividends.
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The Series A Shares and Common Shares were issued to Twenty-First
effective July 30, 1997 for $3.8 million. The proceeds of Twenty-First's $3.8
million investment were utilized to reduce the Registrant's prior revolving line
of credit facility with Comerica Bank in order to increase available credit
facilities prior to the funding of an $8 million equipment financing line for
Utilase, Inc., which became a wholly-owned subsidiary of the Registrant on
November 24, 1997 concurrently with the closing of the Registrant's initial
public offering. The investment manager of Twenty-First Century is a limited
liability company in which Robert J. Skandalaris, the President and a Director
of the Registrant, is a member.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
10.63 Stock Redemption Agreement between Noble International,
Ltd. and Twenty-First Century Off-Shore Fund, Ltd.
dated December 22, 1997.
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
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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.
NOBLE INTERNATIONAL, LTD.,
A Michigan Corporation
(Registrant)
Date: January 6, 1998 By: /s/ Michael C. Azar
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Michael C. Azar,
Secretary and General Counsel
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Exhibit 10.63
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT ("Agreement") is entered into this 22nd day
of December, 1997, by and among NOBLE INTERNATIONAL, LTD., a Michigan
corporation ("Company"), and TWENTY-FIRST CENTURY OFF-SHORE FUND, LTD., a
Bahamian open-ended corporation ("Twenty-First").
1. REDEMPTION OF PREFERRED SHARES.
1.1 Preferred Shares. On the basis of the representations and warranties
and subject to the terms and conditions hereinafter set forth, Twenty-First
agrees to sell, assign and transfer, and Company agrees to purchase from
Twenty-First all of its right, title and interest in and to Thirty Eight
Thousand (38,000) shares of the outstanding, $100.00 par value Series A
Preferred Stock of the Company (the "Preferred Shares").
1.2 Common Shares. On the basis of the representations and warranties
and subject to the terms and conditions hereinafter set forth, Twenty-First
agrees to sell, assign and transfer, and Company agrees to purchase from
Twenty-First of all of its right, title and interest in and to Sixty Four
Thousand Eight Hundred Thirty Eight (64,838) shares of the no par value Common
Stock of the Company (the "Common Shares") (the "Common Shares" and the
"Preferred Shares" may collectively be referred to as the "Shares").
2. CONSIDERATION AND PAYMENT.
2.1 Purchase Consideration. As consideration for the purchase of the
Shares, Company will pay Twenty-First the sum of Three Million Eight Hundred
Forty Nine Thousand Dollars ($3,849,000) by wire transfer payable to Twenty-
First.
2.2 Twenty First's Conveyance and Transfer. Twenty-First shall deliver
to Company, on December 22, 1997 (the "Closing Date"), Certificate No. 100
representing the Preferred Shares free and clear of any liens, claims or
encumbrances accompanied by an Assignment Separate From Certificate duly
endorsed for transfer of the Shares to Company.
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2.3 Twenty-First's Conveyance and Transfer. Twenty-First shall deliver
to company, on December 22, 1997 (the "Closing Date"), Certificate No. 0023
representing the Common Shares free and clear of any liens, claims or
encumbrances accompanied by an Assignment Separate From Certificate duly
endorsed for transfer of the Share to Company. The parties hereto agree that the
Shares being redeemed hereunder include all rights to dividends and other
distributions with respect thereto and that Twenty-First shall have no right to
any dividends or other distributions which are hereafter paid which may be
attributable to Company's operations prior to or after the date hereof.
4. REPRESENTATIONS AND WARRANTIES. Twenty-First hereby makes the following
representations, warranties and covenants, each of which shall survive the
Closing Date, as follows:
4.1 Title to the Shares. Twenty-First is the record holder and the
beneficial owner of the Shares. Twenty-First represents and warrants that
Company shall receive good and marketable title to the Shares as of the Closing
Date, free and clear of all and any liability, security agreement, title
retention device, pledge, lien, charge, claim, restriction and encumbrance
whatsoever. Twenty-First warrants and agrees to forever defend the same against
all persons whomsoever claim an interest therein.
4.2 Breach of Other Agreements. Neither the execution of this Agreement
nor the performance of the obligations of the parties hereunder will conflict
with or result in a breach of or constitute a default under any law, rule,
regulation, judgment order or decree of any court, arbitrator or governmental
agency or instrumentality or any agreement to which Twenty-First is a party or
is subject, or by which Twenty-First's property is bound.
5. CLOSING. On the Closing Date, Twenty-First shall deliver to Company the
items described in Sections 2.2 and 2.3 to be delivered by Twenty-First and
Company shall deliver to Twenty-First the items described in Sections 2.1 to be
delivered by Company.
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6. GENERAL PROVISIONS.
6.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the
parties.
6.2 Amendment or Modification. The parties hereto may amend or modify
this Agreement in such manner as may be agreed upon only by a written instrument
executed by such parties.
6.3 Attorney's Fees. In the event any party hereunder is required to
employ an attorney to bring suit to take action for the enforcement or breach of
any provision of this Agreement, the prevailing party shall be allowed
reasonable attorneys' fees and costs as set by the court.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
entered into and signed as of the date first above written.
NOBLE INTERNATIONAL, LTD.
A Michigan corporation
/s/ Michael C. Azar
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By: Michael C. Azar
Its: Secretary and General Counsel
TWENTY-FIRST CENTURY
OFF-SHORE FUND, LTD.
A Bahamian open-ended corporation
/s/ Richard K. Mastain
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By: Richard K. Mastain
Its: Managing Director
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