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): March 14, 2008
Commission File Number: 001-31516
GETTY IMAGES, INC.
(Exact name of registrant as specified in its charter)
| | |
| DELAWARE | | 98-0177556 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
601 NORTH 34TH STREET,
SEATTLE, WASHINGTON 98103
(Address of principal executive offices)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 925-5000
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 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
On March 14, 2008, Getty Images, Inc. (the company, we), entered into a First Amendment (the First Amendment) to our senior unsecured revolving credit facility (the Facility), entered into as of March 19, 2007, with U.S. Bank National Association, as Administrative Agent and Sole Leader Arranger. A description of the Facility is contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on March 23, 2007 and is incorporated by reference into this Item 2.03.
The First Amendment extends the Facility for 90 days beyond its original expiration date, with an option available to the company to extend an additional 90 days. The First Amendment also provides for an increase in the size of the Facility by an additional $150.0 million if requested by the company between June 3, 2008 and June 18, 2008, subject to certain conditions set forth in the First Amendment, bringing the total borrowing capacity to $350.0 million. The additional $150.0 million borrowing capacity may be used for general corporate purposes, including redemption or repayment of all or a portion of our existing $265.0 million principal amount of 0.50% convertible subordinated debentures, Series B due 2023 (the Convertible Subordinated Debentures) and working capital requirements. We currently intend to draw down funds under the Facility to fund, at least in part, the repayment of the Convertible Subordinated Debentures in the event the holders of all or a substantial portion of the Convertible Subordinated Debentures exercise their right to require the company to repurchase such Convertible Subordinated Debentures for 100% of the principal amount thereof, plus accrued but unpaid interest, on June 9, 2008, in accordance with the terms of the Convertible Subordinated Debentures.
This summary of the First Amendment is qualified in its entirety by reference to the First Amendment, which is attached hereto as Exhibit 10.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| | |
Exhibit No. | | Description |
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| 10.1 | | First Amendment to Credit Agreement, dated as of March 14, 2008 |
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.
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| GETTY IMAGES, INC. |
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| By: | | /s/ JOHN LAPHAM |
John Lapham Senior Vice President and General Counsel |
Date: March 18, 2008
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | First Amendment to Credit Agreement, dated as of March 14, 2008 |
