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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
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Date of Report (Date of Earliest Event Reported): September 25, 1998
CALCOMP TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16071 06-0888312
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2411 West La Palma Avenue, Anaheim, CA 92801
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (714) 821-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
As previously disclosed in the Registrant's filings with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, Lockheed
Martin Corporation ("Lockheed Martin"), the majority stockholder of the
Registrant, makes credit available to the Registrant in the form of a Revolving
Credit Agreement and a Cash Management Agreement. The Registrant has fully
drawn down the $13 million of credit available under the Revolving Credit
Agreement. At the request of the Registrant, the Registrant and Lockheed Martin
have twice recently amended the Cash Management Agreement. The first amendment,
dated August 24, 1998, increased the aggregate amount that the Registrant may
borrow under that agreement from $2 million to $5.5 million. The second
amendment, dated September 25, 1998, increased the aggregate amount available to
the Registrant under the Cash Management Agreement from $5.5 million to $14
million. The other material terms of the Cash Management Agreement were not
affected by these amendments. Management of the Registrant anticipates that the
increased amount available to the Registrant will allow the Registrant to
continue to meet its near-term operating requirements pending Lockheed Martin's
ongoing review of the Registrant's business plan and the Registrant's
consideration and development of strategic alternatives. A copy of the Cash
Management Agreement as amended is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
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Exhibit No. Description of Exhibit
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99.1 Amendments Nos. 1-3 dated March 20, 1998, August 24, 1998 and
September 25, 1998, respectively, to Cash Management Agreement by
and between the Registrant and Lockheed Martin Corporation dated
as of July 23, 1996. (The Cash Management Agreement was filed as
Exhibit 10.3 to the Registrant's Form 10-Q for the quarterly
period ended September 29, 1996, and is incorporated herein by
reference.)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 1, 1998 CALCOMP TECHNOLOGY, INC.
By: /s/ JOHN J. MILLERICK
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John J. Millerick
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Amendments Nos. 1-3 dated March 20, 1998, August 24, 1998 and
September 25, 1998, respectively, to Cash Management Agreement by
and between the Registrant and Lockheed Martin Corporation dated
as of July 23, 1996. (The Cash Management Agreement was filed as
Exhibit 10.3 to the Registrant's Form 10-Q for the quarterly
period ended September 29, 1996, and is incorporated herein by
reference.)
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FIRST AMENDMENT
TO
CASH MANAGEMENT AGREEMENT
This is the First Amendment ("First Amendment"), dated as of March 20, 1998, to
the Cash Management Agreement ("Agreement") dated as of July 23, 1996 between
CALCOMP TECHNOLOGY INC., a Delaware corporation ("CalComp Technology") and
LOCKHEED MARTIN CORPORATION, a Maryland corporation ("Lockheed Martin").
WHEREAS, the parties have agreed to extend the termination date of the Agreement
to coincide with the Termination Date of the Amended and Restated Credit
Agreement dated as of December 20, 1996 among CalComp Technology, CalComp, Inc.,
and Lockheed Martin, as amended (the "Revolving Credit Agreement");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CalComp Technology and Lockheed
Martin hereby agree as follows:
1. Section 4(a) of the Agreement is hereby amended by adding at the beginning of
the second sentence thereof the clause "Subject to the provisions of Section
5(c) hereof."
2. Section 5(c) of the Agreement is hereby amended to read as follows:
"The maximum principal amount of Advances to be made by Lockheed Martin
hereunder shall be $12,000,000 outstanding at any time, provided,
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however, if on any date on or prior to April 3, 1998 the net cash
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balance in the Concentration Account equals or exceeds $10,000,000,
then the net cash balance shall, notwithstanding Section 4(a) of the
Agreement, first be applied to reduce the Advances to $2,000,000. After
April 3, 1998 or earlier application of the net cash balance as
described in the preceding sentence, the maximum principal amount of
Advances to be made by Lockheed Martin hereunder shall be $2,000,000
outstanding at any time."
3. Section 12 of the Agreement is hereby amended by substituting the phrase
"January 31, 1999" for the phrase "June 1, 1998".
4. To the extent additional indebtedness of CalComp is created by or pursuant to
this First Amendment, Lockheed Martin hereby waives compliance with Section
6.8 of the Revolving Credit Agreement.
5. This First Amendment shall be governed by and construed in accordance with
the laws of the jurisdiction which govern the Agreement and its construction.
6. This First Amendment may be executed in any number of counterparts each of
which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
LOCKHEED MARTIN CORPORATION CALCOMP TECHNOLOGY, INC.
By: /s/ WALTER E. SKOWRONSKI By: /s/ JOHN J. MILLERICK
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W.E. Skowronski John J. Millerick
Vice President and Treasurer Sr. Vice President and
Chief Financial Officer
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SECOND AMENDMENT
TO
CASH MANAGEMENT AGREEMENT
This is the Second Amendment ("Amendment"), dated as of August 24, 1998, to the
Cash Management Agreement ("Agreement") dated as of July 23, 1996 between
CALCOMP TECHNOLOGY INC., a Delaware corporation ("CalComp Technology") and
LOCKHEED MARTIN CORPORATION, a Maryland corporation ("Lockheed Martin").
WHEREAS, the parties have agreed to an increase in the amount available as
Advances under the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CalComp Technology and Lockheed
Martin hereby agree as follows:
1. Section 4(a) of the Agreement is hereby amended by deleting from the second
sentence thereof the clause "Subject to the provisions of Section 5(c)
hereof."
2. Section 5(c) of the Agreement is hereby amended to read as follows:
"The maximum principal amount of Advances to be made by Lockheed
Martin hereunder shall be $5,500,000 outstanding at any time."
3. To the extent additional indebtedness is created by or pursuant to this
Amendment, Lockheed Martin hereby waives compliance with Section 6.8 of the
Amended and Restated Credit Agreement dated as of December 20, 1996, as
amended, among CalComp Technology, CalComp, Inc., and Lockheed Martin.
4. This Amendment shall be governed by and construed in accordance with the
laws of the jurisdiction which govern the Agreement and its construction.
5. This Amendment may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but
one and the same instrument.
LOCKHEED MARTIN CORPORATION CALCOMP TECHNOLOGY, INC.
By: /s/ W. E. SKOWRONSKI By: /s/ JOHN J. MILLERICK
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W. E. Skowronski John J. Millerick
Vice President and Treasurer Sr. Vice President and
Chief Financial Officer
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THIRD AMENDMENT
TO
CASH MANAGEMENT AGREEMENT
This is the Third Amendment ("Amendment"), dated as of September 25, 1998, to
the Cash Management Agreement ("Agreement") dated as of July 23, 1996 between
CALCOMP TECHNOLOGY INC., a Delaware corporation ("CalComp Technology") and
LOCKHEED MARTIN CORPORATION, a Maryland corporation ("Lockheed Martin").
WHEREAS, the parties have agreed to an increase in the amount available as
Advances under the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CalComp Technology and Lockheed
Martin hereby agree as follows:
1. Section 4(a) of the Agreement is hereby amended by deleting from the second
sentence thereof the clause "Subject to the provisions of Section 5(c)
hereof."
2. Section 5(c) of the Agreement is hereby amended to read as follows:
"The maximum principal amount of Advances to be made by Lockheed
Martin hereunder shall be $14,000,000 outstanding at any time."
3. To the extent additional indebtedness is created by or pursuant to this
Amendment, Lockheed Martin hereby waives compliance with Section 6.8 of the
Amended and Restated Credit Agreement dated as of December 20, 1996, as
amended, among CalComp Technology, CalComp, Inc., and Lockheed Martin.
4. This Amendment shall be governed by and construed in accordance with the laws
of the jurisdiction which govern the Agreement and its construction.
5. This Amendment may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but
one and the same instrument.
LOCKHEED MARTIN CORPORATION CALCOMP TECHNOLOGY, INC.
By: /s/ W. E. SKOWRONSKI By: /s/ JOHN J. MILLERICK
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W. E. Skowronski John J. Millerick
Vice President and Treasurer Sr. Vice President and Chief Financial
Officer
