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) March 1, 2005
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GFSI, INC.
(Exact Name of Registrant as Specified in its Charter)
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333-24189 Delaware 74-2810748
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(Commission File Number) (State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
9700 Commerce Parkway
Lenexa, KS 66219
(Address of Principal Executive Offices)(Zip Code)
(913) 693-3200
(Registrant's 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 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))
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Item 1.01 Entry into a Material Definitive Agreement
On March 28, 2002, GFSI, Inc. ("GFSI" or the "Company"), replaced its
existing bank Credit Agreement by entering into a Revolving Bank Credit
Agreement ("RBCA") with a group of financial institutions. The RBCA was
guaranteed by the Company's parent, GFSI Holdings, Inc. ("Holdings").
On March 1, 2005 the Company executed the Fifth Amendment to the RBCA
(the "Fifth Amendment"). The Fifth Amendment was approved by GFSI, Bank of
America N.A. acting as Agent, and by all of the Lenders who were party to the
RBCA on such date (those terms having the meanings as defined in the RBCA). As
part of the Fifth Amendment, Holdings reaffirmed its guaranty of the RBCA.
The Fifth Amendment reduced the interest rates in effect at the time of
the amendment and revised certain restrictive financial covenant requirements.
Under the amended RBCA, Holdings is required to maintain a minimum of $5
million of borrowing availability, as defined in the agreement. Should
borrowing availability be less than $10 million but more than $5 million
Holdings is required to maintain a fixed charge coverage ratio of not less
than 1.05 to 1.0, as defined in the agreement. Under the previous agreement,
at its most restrictive level, Holdings was required to maintain a fixed
charge coverage ratio of not less than 1.15 to 1.0. A copy of the Fifth
Amendment is attached to this form 8-K as Exhibit 10.35.
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Item 9.01. Financial Statements and Exhibits
The following documents are filed as part of this report:
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
A list of exhibits filed herewith or incorporated by reference
herein is contained on the Exhibit Index immediately preceding
such exhibits, and is incorporated herein by reference.
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.
GFSI, INC.
Dated: March 4, 2005 /s/ J. Craig Peterson
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By: J. Craig Peterson
Sr. Vice President of Finance and
Principal Accounting Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.35 Fifth Amendment, dated as of March 1, 2005, to the Credit Agreement,
dated as of March 28, 2002, among the financial institutions named
therein as the Lenders, and Bank of America, N.A. as the Agent and GFSI,
Inc. as the Borrower.
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