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 October 18, 2004
Commission file number 333-113658
Sensus Metering Systems | Sensus Metering Systems Inc. |
(Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) |
Bermuda | 98-0413362 | Delaware | 51-0338883 |
(State or other jurisdiction of | (I.R.S. Employer | (State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices) (Zip Code)
(919) 845-4017
(Registrants’ telephone number, including area code)
Not applicable
(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 (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.
Effective as of October 14, 2004, Sensus Metering Systems Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Credit Agreement, dated as of December 17, 2003, among the Company, Sensus Metering Systems (Luxco 2) S.AR.L., Sensus Metering Systems (Bermuda 2) Ltd., Credit Suisse First Boston and the lenders named therein (the “Credit Agreement”), which reduced the interest rates for borrowings made by the Company under the Credit Agreement. Pursuant to the Amendment, the interest rates the Company is charged on borrowings under the Credit Agreement have been reduced. Specifically, the Company’s LIBOR-based borrowings will accrue interest at LIBOR plus 2.5%, rather than LIBOR plus 3.0%, and the Company’s Alternate Base Rate-based borrowings will accrue interest at the Alternate Base Rate plus 1.5%, rather than the Alternate Base Rate plus 2.0%. The Amendment also includes a one-year prepayment pricing protection mechanism and expands the options available to the Company for investing its excess cash.
A copy of the press release issued by the Company on October 18, 2004, relating to the Amendment, is attached as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
| Description | |
10.1 |
| Amendment No. 1 to the Credit Agreement, dated October 14, 2004, among Sensus Metering Systems Inc., Sensus Metering Systems (Luxco 2) S.AR.L., Sensus metering Systems (Bermuda 2) Ltd., the Lenders and Credit Suisse First Boston. |
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99.1 |
| Press Release dated October 18, 2004. |
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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.
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| SENSUS METERING SYSTEMS | |||
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Dated: October 18, 2004 |
| By: |
| /s/ Peter Mainz |
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| Name: | Peter Mainz | ||
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| Title: | Chief Financial Officer | ||
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| SENSUS METERING SYSTEMS INC. | |||
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Dated: October 18, 2004 |
| By: |
| /s/ Peter Mainz |
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| Name: | Peter Mainz | ||
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| Title: | Chief Financial Officer | ||
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