UNITED STATES
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): October 19, 2009
(Exact name of
registrant as specified in its charter)
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| Delaware
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1-05842
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13-2618477 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 55 Water Street, New York, New York
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10041 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 212-924-5500
Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 October 19, 2009, Bowne & Co., Inc. (the “Company”) entered into an agreement to amend its
Revolving Credit Facility and extend its maturity through May 2013. Under the terms of the amended
facility, the minimum fixed charge coverage ratio will be 1.0x at all times, and the Company will
be afforded increased flexibility related to cash dividends and acquisitions. The amended facility
provides that the Company may pay cash dividends of $2.5 million per quarter with an increase in
the amount of up to $15.0 million in any fiscal year provided that no default or event of default
has occurred and is continuing, the fixed charge coverage ratio is 1.25x or greater and excess
revolver availability is $30.0 million. In addition, acquisitions up to $50.0 million per annum are
permitted if the fixed charge coverage ratio is 1.25x or greater and excess revolver availability
is $40.0 million.
As with the existing facility, the $123.0 million Revolving Credit Facility will have an interest
rate of LIBOR plus 4.00% in the case of Eurodollar loans, or a base rate plus 3.00% in the case of
Base Rate loans, and borrowings will be subject to certain levels of receivables and inventories.
J.P. Morgan Securities, Inc. and Banc of America Securities LLC were Joint Lead Arrangers for the
Amended Facility.
Further details are contained in the First Amendment to the Amended and Restated Credit Agreement,
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and in the press
release dated October 20, 2009 (the “Press Release”), which is attached hereto as Exhibit 99.1 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 above under Item 1.01 is hereby incorporated by reference into this Item
2.03.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth above regarding the restriction of the Company’s payment of cash
dividends under Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are included herewith:
| 10.1 |
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First Amendment to the Amended and Restated Credit Agreement, dated as of October 19, 2009 |
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| 99.1 |
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Press release, dated as of October 20, 2009 |