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): July 3, 2006
ORANGE 21 INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51071 | | 33-0580186 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2070 Las Palmas Drive
Carlsbad, California 92009
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760) 804-8420
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:
| ¨ | 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 July 3, 2006, Orange 21 Inc. and Comerica Bank entered into an Eleventh Modification to Loan and Security Agreement (the “Amendment”). The Amendment modifies the Loan and Security Agreement dated October 5, 2001, as previously amended and modified (the “Loan Agreement”), by, among other things, providing that Comerica shall reserve against the Committed Revolving Line (as defined in the Loan Agreement) 10% of any foreign exchange forward contracts totaling up to $20,000,000 for a maximum reserve of $2,000,000. In addition, on July 3, 2006, Orange 21 Inc. and Comerica Bank entered into a letter agreement pursuant to which the maturity date under the Loan Agreement was extended to September 5, 2006 (the “Letter Agreement”).
The foregoing description of the Amendment and the Letter Agreement is qualified in its entirety by reference to the Amendment and Letter Agreement filed as Exhibits 10.31 and 10.32 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure under Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| Exhibit No. | | Description |
| 10.31 | | Eleventh Modification to Loan and Security Agreement entered July 3, 2006 by and between Orange 21 Inc. and Comerica Bank. |
| |
| 10.32 | | Letter Agreement entered July 3, 2006 by and between Orange 21 Inc. and Comerica Bank. |
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.
| | | | | | | | |
| Dated: July 7, 2006 | | | | ORANGE 21 INC. |
| | | |
| | | | By: | | /s/ Michael Brower |
| | | | | | | | Michael Brower |
| | | | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 10.31 | | Eleventh Modification to Loan and Security Agreement entered July 3, 2006 by and between Orange 21 Inc. and Comerica Bank. |
| |
| 10.32 | | Letter Agreement entered July 3, 2006 by and between Orange 21 Inc. and Comerica Bank. |
