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): April 19, 1999
THE CHERRY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-8955 36-2977756
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(Commission File Number) (I.R.S. Employer Identification Number)
3600 Sunset Avenue, Waukegan, Illinois 60087
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(Address of Principal Executive Offices) (Zip Code)
(847) 662-9200
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(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS.
On June 17, 1996, Registrant entered into the First Amendment to Credit
Agreement attached as Exhibit 4.(a)2 to this Form 8-K and incorporated herein by
reference.
On September 6, 1996, Registrant entered into the Extension Agreement
attached as Exhibit 4.(a)3 to this Form 8-K and incorporated herein by
reference.
On August 20, 1997, Registrant entered into the Extension Agreement
attached as Exhibit 4.(a)4 to this Form 8-K and incorporated herein by
reference.
On November 13, 1998, Registrant entered in the Second Amendment to
Credit Agreement attached as Exhibit 4.(a)5 to this Form 8-K and incorporated
herein by reference.
On February 15, 1999, Registrant entered in the First Amendment to the
Note Agreement and the Notes attached as Exhibit 4.(a)6 to this Form 8-K and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS
Exhibit
Number Description
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4.(a)2 First Amendment to Credit Agreement dated
June 17, 1996.
4.(a)3 Extension Agreement dated September 6, 1996.
4.(a)4 Extension Agreement dated August 20, 1997.
4.(a)5 Second Amendment to Credit Agreement dated
November 13, 1998.
4.(a)6 First Amendment to the Note Agreement and
the Notes dated February 15, 1999.
<PAGE>
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.
THE CHERRY CORPORATION
By: /s/ Dan A. King
-------------------------------------------
Dan A. King
Vice President of Finance, Treasurer
and Secretary
Dated: April 20, 1999
THE CHERRY CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
To each of the Banks signatory hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 12, 1995 (the "Credit Agreement") among the undersigned, The Cherry
Corporation, a Delaware corporation (the "Company"), Harris Trust and Savings
Bank, as Agent and you (the "Banks"). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.
The Company has requested that the Banks make certain amendments to the
Credit Agreement, and the Banks are willing to do so under the terms and
conditions set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose
below, the Credit Agreement shall be and hereby is amended as follows:
(a) Section 8.9 of the Credit Agreement shall be amended in its
entirety and as so amended shall read as follows:
"Section 8.9. Indebtedness to Cash Flow Ratio for the Company and
its Subsidiaries. The Company will, as of the last day of each fiscal quarter of
the Company ending during the periods specified below, have an Indebtedness to
Cash Flow Ratio of not more than:
INDEBTEDNESS TO CASH FLOW RATIO
DURING THE PERIOD: SHALL NOT EXCEED:
The date hereof through August 30, 1996 2.00 to 1.00
August 31, 1996 through February 27, 1997 2.25 to 1.00
February 28, 1997 and at all times thereafter 2.00 to 1.00"
(b) Section 8.10 of the Credit Agreement shall be amended in its
entirety and as so amended shall read as follows:
<PAGE>
"Section 8.10. Coverage Ratio for the Company and its Subsidiaries.
As of the last day of each fiscal quarter, the Company shall have a Coverage
Ratio for the four quarter period (taken as a single accounting period) then
ending of not less than 2.25 to 1.00 for all fiscal quarters ending on or prior
to February 28, 1997 and 3.00 to 1.00 at all times thereafter."
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Required Banks shall have executed
and delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Banks and their counsel.
(c) Cherry Semiconductor Corporation shall have executed and
delivered to the Banks its consent to this Amendment in the form set
forth below.
3. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to the Banks that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.3 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
4. MISCELLANEOUS.
(a) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(b) The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Agent.
<PAGE>
(c) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of June 17, 1996.
THE CHERRY CORPORATION
By /s/ Dan A. King
Its Vice President of Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ John M. Dillon
Its Vice President
BANK OF AMERICA ILLINOIS
By /s/ Daniel Lange
Its Vice President
SOCIETE GENERALE
By /s/ Eric Siebert
Its Corporate Banking Manager
BAYERISCHE VEREINSBANK AG
CHICAGO Branch
By /s/ Sylvia K. Cheng
Its Vice President
By /s/ Martin J. O'Malley
Its Vice President
<PAGE>
GUARANTOR'S CONSENT
The undersigned, Cherry Semiconductor Corporation, has heretofore
executed and delivered to the Banks a Guaranty dated May 12, 1995 and hereby
consents to the Amendment to the Credit Agreement as set forth above and
confirms that its Guaranty and all of the undersigned's obligations thereunder
remain in full force and effect. The undersigned further agrees that the consent
of the undersigned to any further amendments to the Credit Agreement shall not
be required as a result of this consent having been obtained, except to the
extent, if any, required by the Guaranty referred to above.
CHERRY SEMICONDUCTOR CORPORATION
By /s/ Dan A. King
Its Secretary
The Cherry Corporation
Extension Agreement
To each of the Banks signatory hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 12, 1995 as amended (the "Credit Agreement") among the undersigned, The
Cherry Corporation, a Delaware corporation (the "Company"), Harris Trust and
Savings Bank, as Agent and you (the "Banks"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.
Pursuant to Section 4.6 of the Credit Agreement, the Company has
requested that the Banks extend the Termination Date for one year and the Banks
have indicated their willingness to do so.
Upon acceptance hereof by all the Banks in the spaces provided for that
purpose below, the Termination Date under the Credit Agreement shall be and
hereby is extended from May 12, 2000 to May 12, 2001, and all references to
"Termination Date" in the Credit Agreement and in the Notes shall be amended to
mean the Termination Date as so extended.
Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Agreement, including the fees and expenses of counsel for
the Agent.
This Agreement may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Agreement by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Agreement shall be governed by the internal laws of the State of Illinois.
<PAGE>
Dated as of September 6, 1996.
The Cherry Corporation
By /s/ Dan A. King
Its Vice President of Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
Harris Trust And Savings Bank,
individually and as Agent
By /s/ John Dillon
Its Vice President
Bank of America Illinois
By /s/ Randolph T. Kohler
Its Senior Vice President
Societe General
By /s/ Joseph A. Philbin
Its Vice President
Bayerische Vereinsbank AG
By /s/ Martin J. O'Malley /s/ Sylvia K. Cheng
Its Vice President Vice President
<PAGE>
Guarantor's Consent
The undersigned, Cherry Semiconductor Corporation, has heretofore
executed and delivered to the Banks a Guaranty dated May 12, 1995 and hereby
consents to the Extension Agreement as set forth above and confirms that its
Guaranty and all of the undersigned's obligations thereunder remain in full
force and effect. The undersigned further agrees that the consent of the
undersigned to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained, except to the extent,
if any, required by the Guaranty referred to above.
Cherry Semiconductor Corporation
By /s/ Dan A. King
Its Secretary
The Cherry Corporation
Extension Agreement
To each of the Banks signatory hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 12, 1995 as amended (the "Credit Agreement") among the undersigned, The
Cherry Corporation, a Delaware corporation (the "Company"), Harris Trust and
Savings Bank, as Agent and you (the "Banks"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.
Pursuant to Section 4.6 of the Credit Agreement, the Company has
requested that the Banks extend the Termination Date for one year and the Banks
have indicated their willingness to do so.
Upon acceptance hereof by all the Banks in the spaces provided for that
purpose below, the Termination Date under the Credit Agreement shall be and
hereby is extended from May 12, 2001 to May 12, 2002, and all references to
"Termination Date" in the Credit Agreement and in the Notes shall be amended to
mean the Termination Date as so extended.
Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Agreement, including the fees and expenses of counsel for
the Agent.
This Agreement may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Agreement by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Agreement shall be governed by the internal laws of the State of Illinois.
Dated as of August 20, 1997.
The Cherry Corporation
By /s/ Dan A. King
Its V.P. Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
Harris Trust And Savings Bank,
individually and as Agent
By /s/ John M. Dillon
Its Vice President
Bank of America National Trust &
Savings Association (successor by
merger to Bank of America Illinois)
By /s/ Randolph T. Kohler
Its Senior Vice President
Societe General
By /s/ Joseph A. Philbin
Its Vice President
Bayerische Vereinsbank AG
By /s/ Sylvia K. Cheng /s/ Martin J. O'Malley
Its Vice President Vice President
<PAGE>
Guarantor's Consent
The undersigned, Cherry Semiconductor Corporation, has heretofore
executed and delivered to the Banks a Guaranty dated May 12, 1995 and hereby
consents to the Extension Agreement as set forth above and confirms that its
Guaranty and all of the undersigned's obligations thereunder remain in full
force and effect. The undersigned further agrees that the consent of the
undersigned to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained, except to the extent,
if any, required by the Guaranty referred to above.
Cherry Semiconductor Corporation
By /s/ Dan A. King
Its Secretary
The Cherry Corporation
Second Amendment To Credit Agreement
To each of the Banks signatory hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 12, 1995, as heretofore amended (as so amended, the "Credit Agreement")
among the undersigned, The Cherry Corporation, a Delaware corporation (the
"Company"), Harris Trust and Savings Bank, as Agent and you (the "Banks"). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
The Company has requested that the Banks make certain amendments to the
Credit Agreement, and the Banks are willing to do so under the terms and
conditions set forth in this Amendment.
1. Amendments.
Upon acceptance hereof by the Required Banks in the space provided for
that purpose below, the Credit Agreement shall be and hereby is amended as
follows:
(a) Section 8.7 of the Credit Agreement shall be amended in
its entirety and as so amended shall read as follows:
"Section 8.7. Consolidated Tangible Net Worth for the
Company and its Subsidiaries. The Company shall at all times
have Consolidated Tangible Net Worth of not less than the
Minimum Required Amount. For purposes of this Section 8.7, the
"Minimum Required Amount" shall mean $100,000,000 through
February 28, 1999 and shall increase (but never decrease) as
of March 1, 1999 and as of each March 1st thereafter, by an
amount equal to 50% of the cumulative positive Consolidated
Net Income earned each fiscal year commencing and completed
after February 28, 1999 (but without subtraction for any
negative Consolidated Net Income for any such fiscal year)."
(b) Section 8.8 of the Credit Agreement shall be amended in
its entirety and as so amended shall read as follows:
"Section 8.8. Leverage Ratio for the Company and its
Subsidiaries. At all times the Company shall have a Leverage
Ratio of not greater than 50%."
(c) The ratio of "3.0 to 1.0" appearing in the last line of
Section 8.10 of the Credit Agreement shall be deleted and the ratio of
"2.0 to 1.0" shall be inserted in its stead.
(d) The definition of the term "Domestic Cash and Cash
Equivalents" appearing in Section 10 of the Credit Agreement shall be
amended in its entirety and as so amended shall read as follows:
"Cash and Cash Equivalents" shall mean as of the date of any
determination thereof, the sum of (i) all cash on hand of the
Company and its Subsidiaries held in deposit accounts and (ii)
all investments of the Company and its Subsidiaries of a type
described in Sections 8.13(a), (b) or (c) hereof maturing
within sixty (60) days from the date of determination thereof,
all as determined on a consolidated basis in accordance with
GAAP."
(e) The term "Domestic Cash and Cash Equivalents" wherever
appearing the Credit Agreement (including all Schedules and Exhibits)
shall be deleted and the term "Cash and Cash Equivalents" substituted
therefor.
2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Required Banks shall have executed
and delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Banks and their counsel.
(c) Cherry Semiconductor Corporation shall have executed and
delivered to the Banks its consent to this Amendment in the form set
forth below.
3. Representations.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to the Banks that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.3 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
4. Miscellaneous.
(a) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(b) The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Agent.
(c) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of November 13, 1998.
The Cherry Corporation
By /s/ Dan A. King
Its Vice President Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
Harris Trust And Savings Bank,
individually and as Agent
By /s/ John M. Dillon
Its Vice President
Bank of America Illinois
By /s/ Daniel Lange
Its Vice President
Societe Generale
By /s/ Eric Siebert
Its Corporate Banking Manager
Bayerische Hypo - und Vereinsbank AG
By /s/ Sylvia K. Cheng /s/ Martin J. O'Malley
Its Vice President Vice President
<PAGE>
Guarantor's Consent
The undersigned, Cherry Semiconductor Corporation, has heretofore
executed and delivered to the Banks a Guaranty dated May 12, 1995 and hereby
consents to the Amendment to the Credit Agreement as set forth above and
confirms that its Guaranty and all of the undersigned's obligations thereunder
remain in full force and effect. The undersigned further agrees that the consent
of the undersigned to any further amendments to the Credit Agreement shall not
be required as a result of this consent having been obtained, except to the
extent, if any, required by the Guaranty referred to above.
Cherry Semiconductor Corporation
By /s/ Dan A. King
Its Secretary
THE CHERRY CORPORATION
FIRST AMENDMENT
Dated as of February 15, 1999
To
Note Agreement
Dated as of July 15, 1995
and the Notes
Re: $25,000,000 6.99% Senior Notes
Due: July 15, 2007
<PAGE>
FIRST AMENDMENT TO NOTE AGREEMENT AND THE NOTES
This First Amendment dated as of February 15, 1999 (the or
this "First Amendment") to the Note Agreement dated as of July 15, 1995 and the
Notes (as hereinafter defined) is between The Cherry Corporation, a Delaware
corporation (the "Company"), and each of the institutions which is a signatory
to this First Amendment (collectively, the "Noteholders").
RECITALS:
A. The Company and each of the Noteholders have heretofore
entered into that certain Note Purchase Agreement dated as of July 15, 1995 (the
"Note Agreement"). The Company has heretofore issued the $25,000,000 6.99%
Senior Notes Due July 15, 2007 (the "Notes") dated July 15, 1995 pursuant to the
Note Agreement. The Noteholders are the holders of [100%] of the principal
amount of the Notes presently outstanding.
B. The Company and the Noteholders now desire to amend the
Note Agreement and the Notes in the respects, but only in the respects,
hereinafter set forth.
C. Capitalized terms used herein shall have the respective
meanings described thereto in the Note Agreement unless herein defined or the
context shall otherwise require.
D. All requirements of law have been fully complied with and
all other acts and things necessary to make this First Amendment a valid, legal
and binding instrument according to its terms for the purposes herein expressed
have been done or performed.
NOW, THEREFORE, the Company and the Noteholders, for good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:
SECTION 1. AMENDMENT.
1.1 Section 5.10(b) of the Note Agreement shall be and is hereby
amended in its entirety to read as follows:
"(b) The Company will not permit any
Restricted Subsidiary to issue or sell any shares of
stock of any class (including as "stock" for the
purposes of this Section 5.10, any warrants, rights
or options to purchase or otherwise acquire stock or
other Securities exchangeable for or convertible
into stock) of such Restricted Subsidiary to any
Person other than the Company or a Wholly-owned
Restricted Subsidiary, except (i) for the purpose of
qualifying directors, (ii) in satisfaction of the
validly pre-existing preemptive rights of minority
shareholders in connection with the simultaneous
<PAGE>
issuance of stock to the Company and/or a Restricted
Subsidiary whereby the Company and/or such
Restricted Subsidiary maintain their same
proportionate interest in such Restricted
Subsidiary, and (iii) the Company's Restricted
Subsidiary, Cherry Semiconductor Corporation
("Cherry Semiconductor"), may issue or sell to
officers, directors and employees of Cherry
Semiconductor stock (or warrants, rights or options
to purchase or otherwise acquire stock or other
Securities exchangeable for or convertible into
stock) of Cherry Semiconductor, provided, that after
any such issuance or sale the Company shall continue
to own [70%] of the Voting Stock of Cherry
Semiconductor on a fully diluted basis (after giving
effect to the exercise of any such warrants, rights
or options)."
SECTION 2. MISCELLANEOUS.
2.1 This First Amendment shall be construed in connection with and as
part of the Note Agreement and the Notes, and except as modified and expressly
amended by this First Amendment, all terms, conditions and covenants contained
in the Note Agreement and the Notes are hereby ratified and shall be and remain
in full force and effect.
2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note Agreement and the Notes without making specific reference
to this First Amendment but nevertheless all such references shall include this
First Amendment unless the context otherwise requires.
2.3 The descriptive headings of the various Sections or parts of this
First Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
2.4 This First Amendment shall be governed by and construed in
accordance with Illinois law.
2.5 The execution hereof by you shall constitute a contract between us
for the uses and purposes hereinabove set forth, and this First Amendment may be
executed in any number of counterparts, each executed counterpart constituting
an original, but all together only one agreement.
THE CHERRY CORPORATION
By: /s/ Dan A. King
Its: V.P. Finance
Accepted and Agreed to:
<PAGE>
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Mark W. Poeppelman
Its: Authorized Signatory
EMPLOYERS LIFE INSURANCE COMPANY
OF WAUSAU
By: /s/ Mark W. Poeppelman
Its: Authorized Signatory
