UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 26, 2006
SPAR Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27824 33-0684451
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
580 White Plains Road, Suite 600, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-4100
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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:
[_] 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.
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On January 24, 2006, SPAR Group, Inc. (the "Registrant"), entered into Amendment
No. 7 To Third Amended And Restated Revolving Credit And Security Agreement (the
"Amendment"), by and among, SPAR Marketing Force, Inc., SPAR, Inc.,
SPAR/Burgoyne Retail Services, Inc., the Registrant, SPAR Incentive Marketing,
Inc., SPAR Trademarks, Inc., SPAR Marketing, Inc. (DE), SPAR Marketing, Inc.
(NV), SPAR Acquisition, Inc., SPAR Technology Group, Inc., SPAR/PIA Retail
Services, Inc., Retail Resources, Inc., Pivotal Field Services Inc., PIA
Merchandising Co., Inc., Pacific Indoor Display Co., Pivotal Sales Company, SPAR
All Store Marketing Services, Inc., and SPAR Bert Fife, Inc., each as a
"Borrower" and collectively as the "Borrowers" thereunder, and Webster Business
Credit Corporation (formerly known as Whitehall Business Credit Corporation), as
the "Lender" thereunder. The Amendment is dated as of January 18, 2006, and is
effective as of December 31, 2005.
The Amendment provides for, among other things, an extension of the facility to
January 24, 2009, changes in covenants at December 31, 2005, and beyond
respecting "Net Worth", "Fixed Charge Coverage Ratio" and permitted capital
expenditures, and the possible termination and release of the "Limited
Guarantees" from Robert G. Brown and William H. Bartels upon satisfaction of
certain financial covenant conditions at December 31, 2005.
A copy of the Amendment is attached to this Current Report on Form 8-K as
Exhibit 10.1.
Item 8.01 Other Events
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On January 26, 2006, the Registrant issued a press release announcing the
Amendment, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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10.1 Amendment No. 7 To Third Amended And Restated Revolving Credit And
Security Agreement dated as of January 18, 2006, by and among, SPAR
Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne Retail Services, Inc.,
the Registrant, SPAR Incentive Marketing, Inc., SPAR Trademarks, Inc.,
SPAR Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR Acquisition,
Inc., SPAR Technology Group, Inc., SPAR/PIA Retail Services, Inc.,
Retail Resources, Inc., Pivotal Field Services Inc., PIA Merchandising
Co., Inc., Pacific Indoor Display Co., Pivotal Sales Company, SPAR All
Store Marketing Services, Inc., and SPAR Bert Fife, Inc., each as a
"Borrower" and collectively as the "Borrowers" thereunder, and Webster
Business Credit Corporation (formerly known as Whitehall Business
Credit Corporation), as the "Lender" thereunder.
99.1 Press Release of the Registrant dated January 26, 2006.
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.
SPAR Group, Inc.
Date: January 27, 2006 By: /s/ Charles Cimitile
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Charles Cimitile
Chief Financial Officer