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: August 31, 2006
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(Date of earliest event reported)
RIVIERA TOOL COMPANY
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(Exact name of registrant as specified in its charter)
Michigan 001-12673 38-2828870
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Identification Number)
5460 Executive Parkway S.E., Grand Rapids, Michigan 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-2100
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:
[ ] 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 August 31, 2006, Riviera Tool Company (the "Company") entered into
an Omnibus Amendment with Laurus Master Fund, Ltd. ("Laurus"), amending the term
"Fixed Conversion Price" with respect to the Convertible Term Note (the "Term
Note"), dated as of May 17, 2005, by the Company in favor of Laurus in the
aggregate principal amount of $3,200,000 issued pursuant to the terms of the
Securities Purchase Agreement, dated as of May 17, 2005, between the Company and
Laurus. The term "Fixed Conversion Price," with respect solely to the Term Note,
was amended as follows:
The initial Fixed Conversion Price means $1.66; provided, however, that
in respect of the first $50,000 of aggregate principal amount (the
"Initial Converted Amount") of the Term Note converted into shares of
the Company's common stock, the Fixed Conversion Price in respect of
such Initial Converted Amount (and the interest and fees associated
therewith to the extent converted) shall be equal to $0.35.
A prospectus supplement relating to the prospectus, dated August 17,
2006 (File No. 33-126659), of the Company was filed with the Commission on
August 31, 2006 reflecting such amended terms.
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EXHIBITS
EXHIBIT DESCRIPTION
NO.
10.1 Omnibus Amendment between Laurus Master Fund, Ltd. and Riviera
Tool Company, dated August 31, 2006.
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, thereunto duly authorized.
Date: August 31, 2006
Riviera Tool Company
/s/ Peter C. Canepa
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Peter C. Canepa
Chief Financial Officer
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EXHIBITS INDEX
EXHIBIT DESCRIPTION
NO.
10.1 Omnibus Amendment between Laurus Master Fund, Ltd. and Riviera
Tool Company, dated August 31, 2006.
4