form8k.htm
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) December 7, 2007
Hurco
Companies, Inc.
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(Exact
Name of Registrant as Specified in Its Charter
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Indiana
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(State
or Other Jurisdiction of Incorporation
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0-9143
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35-1150732
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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One
Technology Way
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Indianapolis,
Indiana
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46268
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(Address
of principal executive offices)
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(Zip
code)
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(317)
293-5309
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(Registrant’s
Telephone Number, Including Area Code
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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.
As
of
December 7, 2007, Hurco Companies, Inc. (the "Company") and JPMorgan Chase
Bank,
N.A. entered into a new credit agreement (the "U.S. Credit
Agreement"). The U.S. Credit Agreement provides to the Company a $30
million unsecured revolving credit and letter of credit facility (the "New
U.S.
Facility"), and a separate letter of credit facility in the amount of New Taiwan
Dollars 100 million (the "Taiwan L/C Facility"). As of the same date,
Hurco Europe Limited, a subsidiary of the Company, entered into a £1 million
revolving facility agreement with J.P. Morgan Europe Limited (the "New U.K.
Facility"), and Hurco Manufacturing Ltd., Taiwan, a subsidiary of the Company
("Hurco Taiwan"), entered into a New Taiwan Dollars 100 million revolving credit
agreement with JPMorgan Chase Bank N.A., Taipei Branch (the "Taiwan
Facility"). The Company has guaranteed payment of the obligations of
its subsidiaries under the New U.K. Facility and the Taiwan
Facility.
The
New
U.S. Facility and the New U.K. Facility are scheduled to mature on December
7,
2012. The Taiwan Facility is an uncommitted demand credit
facility. In the event the Taiwan Facility becomes unavailable to
Hurco Taiwan (including, without limitation, if the lender, at a time there
are
no defaults under the Taiwan Facility or the New U.S. Facility, elects to
terminate the Taiwan Facility), the Taiwan L/C Facility is available to provide
credit enhancement to a replacement lender providing a replacement revolving
credit facility to Hurco Taiwan.
The
U.S.
Credit Agreement replaces the Third Amended and Restated Credit Agreement and
Amendment to Reimbursement Agreement dated as of December 1, 2003, between
the
Company and JPMorgan Chase Bank, N.A., as successor to Bank One, N.A (the "Prior
Facility"). The Prior Facility was a secured, $8 million 5-year revolving
credit facility maturing January 31, 2008. The New U.K. Facility
replaces a credit facility in the maximum amount of £1 million previously
extended to Hurco Europe Limited under a loan agreement maturing January 31,
2008 (the “Prior U.K. Facility”). The Company did not incur any early
termination or prepayment penalties in connection with replacement of the Prior
Facility or the Prior U.K. Facility.
Borrowings
under the New U.S. Facility may be used for general corporate purposes and
will
bear interest at a LIBOR-based rate or an alternate base rate, in each case,
plus an applicable margin determined by reference to the ratio of the
interest-bearing debt and obligations and the undrawn face amount of all letters
of credit outstanding of the Company and its subsidiaries, on a consolidated
basis, to their consolidated EBITDA (as defined in the U.S. Credit
Agreement.). Based on the most recent determination of that ratio,
the applicable margin under the New U.S. Facility will be less than would have
been in effect under the Prior Facility. The U.S. Credit Agreement
contains customary affirmative and negative covenants and events of default
for
an unsecured commercial bank credit facility, including, among other things,
limitations on consolidations, mergers and sales of assets. The
financial covenants contained in the U.S. Credit Agreement are a minimum
quarterly consolidated net income covenant and a covenant establishing a maximum
ratio of consolidated total indebtedness to total indebtedness and net
worth. Other covenants contained in the U.S. Credit Agreement are not
materially different from those contained in the Prior Facility, except that
it
no longer includes covenants relating to collateral and required minimum
collateral valuations, as the New U.S. Facility is unsecured. The
fixed charge coverage ratio and minimum consolidated net worth financial
covenants and the borrowing base restrictions that were part of the Prior
Facility were not included in the U.S. Credit Agreement and are no longer
applicable.
A
copy of
the U.S. Credit Agreement is included as Exhibit 10.1 to this filing and is
incorporated herein by reference.
Item
1.02 Termination
of a Material Definitive Agreement.
The
disclosure required by this Item is included in Item 1.01 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
disclosure required by this Item is included in Item 1.01 and is incorporated
herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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10.1
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Credit
Agreement dated as of December 7, 2007, between Hurco Companies,
Inc. and
JPMorgan Chase Bank, N.A.
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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 hereunto
duly authorized.
HURCO
COMPANIES, INC.
By: /s/
John G. Oblazney
Name: John
G. Oblazney
Title: Vice
President and Chief Financial Officer
Dated: December
12, 2007
EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Credit
Agreement dated as of December 7, 2007, between Hurco Companies,
Inc. and
JPMorgan Chase Bank, N.A.
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