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): December 29, 2005
INPHONIC, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51023 | | 52-2199384 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1010 Wisconsin Avenue, Suite 600, Washington, DC 20007
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (202) 333-0001
(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)) |
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2005, InPhonic, Inc. (the “Company”) and certain of its subsidiaries entered into a Joinder Agreement and Sixth Amendment (the “Amendment”) to Third Amended and Restated Loan and Security Agreement (the “Agreement”) with Comerica Bank (the “Bank”). Among other things, the Amendment (i) adds two additional subsidiaries of the Company, Mobile Technology Services, LLC and CAIS Acquisition II, LLC, as borrowers under the Agreement, (ii) amends certain of the definitions set forth in Exhibit A to the Agreement relating to financial covenants to be complied with by the Company and its subsidiaries, and (iii) adds a new Section 15 to the Agreement which states that each borrower under the Agreement shall be jointly and severally liable for the obligations of each other borrower under the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INPHONIC, INC. |
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/s/ Lawrence S. Winkler
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| Name: | | Lawrence S. Winkler |
| Title: | | Chief Financial Officer, Executive Vice President and Treasurer |
Date: January 5, 2006
