BREED TECHNOLOGIES INC
8-K, 1999-06-30
MOTOR VEHICLE PARTS & ACCESSORIES
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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: June 30, 1999


                            BREED TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)







          DELAWARE                   1-11474                 22-2767118
  (State of Incorporation)      Commission File No.)        (IRS Id. No.)



                             5300 Old Tampa Highway
                             LAKELAND, FLORIDA 33811
               (Address of principal executive offices) (Zip code)



       Registrant's telephone number, including area code: (941) 668-6000




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ITEM 5.                    OTHER EVENTS.

           On June 30, 1999, BREED Technologies,  Inc. ("BREED"), announced that
it has obtained a waiver of certain  financial  covenants  related to its senior
credit facility. The waiver extends through October 12, 1999.

           Terms of the waiver impose certain  obligations upon BREED during the
waiver period which, if not complied with,  could result in a termination of the
waiver and a default under the credit facility. These obligations include, among
other  conditions,  increased  interest rates for periods after August 1999, the
implementation  and  effectuation  of a capital  transaction  program to explore
strategic  alternatives for the business,  increased  reporting  requirements to
BREED's lenders, and additional lenders fees to be paid by the end of the waiver
period  (subject  to  extension  under  certain  circumstances).  Certain of the
conditions  are  consistent  with  actions   already   contemplated  by  BREED's
management,  and management  believes that all of the conditions are achievable.
In addition,  the waiver  permits BREED to utilize net proceeds from the sale of
certain assets for general corporate purposes, rather than the repayment of debt
as required under the credit facility.

           BREED also confirmed that it has engaged the investment  banking firm
of Wasserstein  Perella & Co. to advise its Board of Directors regarding BREED's
capital transaction program.

           The statements  contained in this Current Report on Form 8-K that are
not  purely  historical,  including  statements  regarding  BREED's  objectives,
expectations, hopes, intentions, beliefs or strategies regarding the future, are
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933  and  Section  21E of the  Securities  Exchange  Act of  1934.  Such
statements  are  subject to certain  risks and  uncertainties  that could  cause
results to differ  materially  from those  projected.  No assurance can be given
that BREED will be able to comply  with the  conditions  of the waiver or obtain
any further  relief from the lenders at the  expiration  of the waiver period in
which case,  the lenders  would be entitled to exercise  the  remedies  provided
under the credit facility.  Management believes these forward looking statements
are  reasonable;  however,  undue reliance  should not be placed on such forward
statements which are based on current expectations.




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<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.

                                     BREED TECHNOLOGIES, INC.


Date:  June 30, 1999                 By:
                                        ---------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                             ----------------------------------



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<PAGE>


                            BREED Technologies, Inc.
                             5300 Old Tampa Highway
                             Lakeland, Florida 33811



                                  June 30, 1999



VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                          Re: BREED Technologies, Inc.
                          (COMMISSION FILE NO. 1-11474)

Ladies and Gentlemen:

                  Transmitted  herewith  for  filing  with  the  Securities  and
Exchange Commission on behalf of BREED  Technologies,  Inc. (the "Company") is a
Current Report on Form 8-K.

                  Please  contact the  undersigned  at (941)  668-6000  with any
comments or questions you have with respect to the foregoing.


                               Very truly yours,

                                /s/ Stuart Boyd

                                  Stuart Boyd

Enclosure

cc:      Mark E. Betzen, Esq.
         Lisa K. Durham, Esq.



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