UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 14, 2005
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 14, 2005 Brightpoint North America, L.P., a Delaware limited
partnership ("Brightpoint NA"), and Wireless Fulfillment Services LLC, a
California limited liability company (together with Brightpoint N.A., the
"Borrowers"), both subsidiaries of Brightpoint, Inc., entered into Amendment No.
2 and Limited Waiver (the "Second Amendment") to the Amended and Restated Credit
Agreement dated as of March 18, 2004 among Borrowers, a syndicate of lenders led
by General Electric Capital Corporation ("GECC") and the other credit parties
thereto (the "Revolver"). The Second Amendment modifies the Revolver by, among
other things, increasing the liquidity available under the Revolver by
increasing availability ("Supplemental Advance") by up to $25 million based upon
the levels of EBITDA of the Borrowers and their subsidiaries then in effect for
the most recent 12-month period for which financial statements have been
provided to GECC. The Second Amendment provides for a tiered reduction in the
Supplemental Advance if the EBITDA level is less than $25 million and the
Supplemental Advance amount would be zero if the EBITDA level is less than $20
million. The Second Amendment also increased the Borrowers' Letter of Credit
sublimit from $25 million to $35 million, allows the Borrowers to guarantee
certain indebtedness of up to $20 million on behalf of Brightpoint, Inc. and
provided for a pledge to the lenders of shares of certain foreign subsidiaries
of Brightpoint, Inc. as additional security. The Second Amendment also provides
the Borrowers with a limited waiver from an event of default resulting from a
negative covenant on guaranteed indebtedness under the Revolver relating to a
previously issued Letter of Credit issued under the Revolver.
The Second Amendment also extended the maturity date of the Revolver until
September 14, 2008.
A copy of the Second Amendment is filed herewith as Exhibit 10.1, and is
incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under "Item 1.01. Entry into a Material
Definitive Agreement" with respect to the Second Amendment is incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1. Amendment No. 2 and Limited Waiver to Amended and Restated
Credit Agreement dated as of September 14, 2005 among Brightpoint North America
L.P., a Delaware limited partnership, and Wireless Fulfillment Services LLC, a
California limited liability company, General Electric Capital Corporation, a
Delaware corporation, for itself, as Lender, and as Agent for Lenders, and the
other Lenders and the other Credit Parties signatory to the Amended and Restated
Credit Agreement.
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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 thereunto duly authorized.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President, General
Counsel and Secretary
Date: September 15, 2005
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