SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April
2003 GENESYS S.A.
(Exact name of registrant as specified in its charter)
L'Acropole, 954-980 avenue Jean Mermoz, 34000
Montpellier, FRANCE (Address of
principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________.
[GENESYS CONFERENCING LOGO]
Genesys Conferencing Announces Preliminary Agreement
on Amendments to Bank Financing
- $125 million senior secured facility maturities extended through 2008
- Several holders of convertible bonds agree to extend bond
maturity through 2005
- Company plans rights offering of (euro)6 to (euro)8 million of common shares
- Commitment of certain shareholders to subscribe for up to (euro)6 million
in the rights offering
Montpellier, France - April 14, 2003 -- Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today announced:
1) A preliminary agreement with its senior secured lenders regarding amendments
to Genesys' $125 million credit facility that would extend the principal payment
remaining due ($118 million) matures through 2008;
2) A preliminary agreement with several bondholders (which are also shareholders
of Genesys), representing 42.6% of Genesys' outstanding 3% convertible bonds, to
defer 50% of the principal payment maturity to 2005, subject to approval by a
bondholders meeting and other conditions; and
3) Plans for Genesys to undertake a subscription rights offering of common
shares to raise (euro) 6 to (euro) 8 million of which preliminary commitments
have been received from certain shareholders (some of which are also
bondholders) to purchase up to (euro) 6 million in the rights offering, to the
extent not fully subscribed by other shareholders. Proceeds would be used to
repay the majority of the outstanding principal amount of the Company's 3%
convertible bonds.
The arrangement is subject to several conditions and to final documentation.
Amended Credit Facility
- -----------------------
The proposed amendments to the Company's credit facility would provide a
significant reduction in principal payments through 2006 and would extend the
final maturity from 2006 to 2008. The amended principal payment schedule would
be as follows:
Year Amended Credit Facility Prior Maturity Schedule
2003 $ 1 million $17 million
2004 $18 million $22 million
2005 $22 million $24 million
2006 $30 million $55 million
2007 $23.5 million -
2008 $23.5 million -
The interest rate under the credit facility will remain unchanged until 2007, at
which time it will increase by 200 basis points. Interest payments will continue
to be paid semi-annually on April 30 and October 31, as currently required under
the credit facility. Certain covenants will be amended, including financial
ratios and certain provisions to prepay the loan if free cash flow exceeds
certain levels.
The credit facility was originally entered into in April 2001, to replace
Genesys Conferencing's existing term loan ($35 million) and to refinance the
outstanding debt ($75 million) of Vialog Corporation after it was acquired by
Genesys.
This press release is not an offer for sale of the securities in the united
states, and the securities may not be sold in the united states absent
registration or an exemption from registration under the u.s. securities act
of 1933, as amended. any public offering of the securities in the united
states will be made by means of a prospectus containing detailed information
regarding Genesys (the "company") and the company's management, including
financial statements. such prospectus will be made available
through the company. the company intends to register a portion
of the offering in the united states.
Redemption of 3% Convertible Bonds
- ----------------------------------
The Company has reached a preliminary agreement with several bondholders (which
are also shareholders of Genesys), representing 42.6% of its outstanding 3%
convertible bonds, under which 50% of the principal of the convertible bonds
would be redeemed on September 1, 2004, and 50% would be redeemed on October 31,
2005, as compared to the existing maturity date of September 1, 2004. This
preliminary agreement is subject to obtaining approval of the extension of
maturity at a bondholders meeting.
Rights Offering with a Subscription Commitment
- ----------------------------------------------
The Company also announced that it plans to undertake rights offering to raise
(euro) 6 to (euro) 8 million, which would be used to repay the majority of the
(euro) 8.4 million outstanding principal amount of the Company's 3% convertible
bonds. The rights offering will permit all existing Genesys shareholders to
subscribe for newly issued shares. The rights offering will be contingent upon
obtaining shareholder approval of the rights offering and a reduction in the par
value of Genesys shares, as well as required regulatory approvals.
Universal Capital Partners (UCP) and Part'Com/In-com (some of which are also
bondholders) owning together 15.4% of the shares of the Company (see Schedule 13
D filing of April 4, 2003) have committed to the Company to subscribe for up to
(euro) 6 million in shares, i.e. 75% of the rights offering, to the extent not
fully subscribed by Genesys shareholders and provided that the rights permit
them to subscribe for shares at a price not in excess of (euro) 2.2 per share.
Web Conference
- --------------
Chairman and Chief Executive Officer Francois Legros and Executive Vice
President/Chief Financial Officer Michael E. Savage will host a conference call
on Monday, April 14, 2003, at 4:00 p.m. Central European Time or 10:00 a.m.
Eastern Time.
The conference call will be webcast live. The call may be accessed at
www.genesys.com. A replay of the call will be available at www.genesys.com.
At Genesys Conferencing
Michael E. Savage
Executive Vice President and Chief Financial Officer
Phone: +33 4 99 13 27 66
mike.savage@genesys.com
Marine Pouvreau
Investor Relations
Phone: +33 4 99 13 25 17
marine.pouvreau@genesys.com
Tricia Heinrich
Public Relations
Phone: +1 415 608 6651
tricia.heinrich@genesys.com
Exhibit 1
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding outlines the terms of the
agreement among (i) Genesys S.A., ("Genesys"), (ii) the Lenders, as defined in a
Facilities Agreement (the "Loan Agreement") dated April 20, 2001, as amended,
among (x) the Lenders and (y) Genesys and Genesys Conferencing, Inc., as
successor to Vialog Corporation ("GCI") as borrowers, (iii) Part'com S.A. and
certain of its affiliates (the "Part'Com Group Shareholders") and Pechel
Industries S.A. as (a) holders of approximately 42.6% of the outstanding 3%
Convertible Bonds (the "Bonds") due September 1, 2004 of Genesys (the
"Bondholders") and, (b) holders of approximately 6% of Genesys's outstanding
shares, and (iv) Universal Capital Partners S.A. ("UCP") as holder of
approximately 11.69% of Genesys's outstanding shares. The Part'Com Group
Shareholders and UCP are hereinafter referred to severally but not jointly as
the "Shareholders".
RIGHTS OFFERING
- ---------------
Shareholders Meeting Genesys's Board of Directors shall convene
a meeting of Genesys's shareholders to be
held as promptly as practicable and in any
event no later than June 30, 2003 and shall
propose to such meeting to approve in the
interest of the company an equity rights
offering (the "Rights Offering") whereby
Genesys will seek to raise a gross amount
of EUR8 million; provided that the proposal
presented to the shareholders shall include
a right, for the Board of Directors, to
close the Rights Offering and deem it
successfully completed in the event that
shares proposed to be issued are subscribed
for only in respect of 75% or more, but
less than 100% of the proposed issue (i.e.,
if the gross proceeds of the Rights
Offering are EUR6 million or more, but less
than EUR8 million).
Shareholders Purchase Orders The Shareholders shall vote in favor of the
Rights Offering. In addition, the
Shareholders shall (i) exercise all of
their preferential subscription rights and
(ii) place a contingent purchase order
(ordre de souscription a titre reductible);
provided that the rights permit to
subscribe for newly issued shares at a
subscription price not in excess of EUR2.2
per share. The aggregate number of shares
sought to be purchased by the Shareholders
on a contingent and non-contingent basis as
a result of (i) and (ii) shall represent a
number of Genesys shares at least equal to
the number of shares required to raise a
gross amount of EUR6 million (70% by UCP
and 30% by the Part'Com Group
Shareholders).
Bank Guarantee UCP shall provide as soon as practicable
and in any event no later than April 18,
2003, a bank guarantee issued by a bank
reasonably satisfactory to the Lenders in
respect of its obligations hereunder.
Use of Proceeds The proceeds of the Rights Offering shall
be used to repay the principal of, or
repurchase, the Bonds. For that purpose,
such proceeds shall be deposited in an
escrow account open with such bank as the
Lenders shall name as escrow agent until
their application as set forth above;
provided, however, that any amount
remaining on such escrow account after
repayment or redemption of all of the Bonds
may be applied towards repayment of the
principal of any other financial
indebtedness. The proceeds of the Rights
Offering shall not be subject to the
provisions of the Loan Agreement regarding
mandatory prepayments and shall not be
included in the calculation of Excess Cash
Flow (as defined in the Loan Agreement).
Reduction of Shares Par Value It being unlawful under French law to
subscribe for newly issued shares at a
price below the par value thereof,
Genesys's Board of Directors shall propose
to the shareholders to approve,
concurrently with the Rights Offering, a
reduction of Genesys's shares par value
from the current EUR5 per share to EUR1 per
share by offsetting the corresponding
amount of share capital against accumulated
losses.
Waiver of Change of Control If any of the Lenders notifies in writing
to the other parties to this Provisions
Memorandum of Understanding on or prior to
April 18, 2003 (a "Lender Notification")
that it reserves its right to demand the
prepayment of the full amount due under the
Loan Agreement pursuant to Section 12.6 of
the Loan Agreement in the event that the
Shareholders, alone or acting in concert,
should hold more than 33 1/3% of Genesys'
shares, then each of the Bondholders and
each of the Shareholders shall be
permitted, by written notice to the other
parties (the "Bondholder/Shareholder
Notification") within 7 days of the receipt
of a Lender Notification to terminate its
obligations hereunder.
Within 7 days of the receipt of a
Bondholder/Shareholder Notification, each
of the Lenders shall be permitted, by
written notice to the other parties, to
terminate its obligations hereunder, in
which case the obligations of all of the
Lenders shall be deemed terminated as well.
In the event that no Lender Notification
has been sent on or prior to April 18,
2003, the Lenders shall be deemed to have
agreed to waive their rights under Section
12.6 of the Loan Agreement in the event the
Shareholders, alone or acting in concert,
as a result of the performance of their
obligations hereunder, hold more than 33
1/3% of Genesys' shares.
AMENDMENT TO THE TERMS OF THE BONDS
- -----------------------------------
Bondholders Meeting Genesys's Board of Directors shall convene
a bondholders meeting to be held as
promptly as practicable and in any event
prior to the shareholders meeting to be
held in respect of the Rights Offering.
Extension of Maturity At such meeting, the Board of Directors
shall propose an amendment to the terms of
the Bonds whereby, of the EUR16.4 of
principal per bond, 50% shall be repayable
on the original maturity date, i.e.,
September 1, 2004 and 50% shall be
repayable on October 31, 2005.
Undertaking to Vote The Bondholders shall vote in favor of such
extension of the maturity date of a portion
of the Bonds' principal amount. The
Bondholders shall keep their aggregate
interest in the Bonds at its current level
until the date of the bondholders meeting.
FACTORING
- ---------
Factoring Arrangement Genesys shall continue to use its best
efforts to enter into a factoring
arrangement (the "Factoring Arrangement")
whereby it will seek to raise up to USD3
million (or the equivalent in euros)
against up to USD6 million (or the
equivalent in euros) of clients'
receivables.
Waiver of Negative Pledge The Lenders shall waive the negative pledge
provided for in the Loan Agreement on up to
USD6 million (or the equivalent in euros)
of client's receivables and, if necessary,
the relevant provisions of the Loan
Agreement to authorize the sale of such
clients' receivables (up to such amount) to
permit Genesys to enter into the Factoring
Arrangement.
AMENDEMENT TO THE TERMS OF THE LOAN AGREEMENT
- ---------------------------------------------
2003 Interest Payments Interest currently scheduled to be paid in
2003 under the Term Facilities and
Revolving Facilities shall be paid as
currently provided for in the Loan
Agreement.
2003 Principal Payments The USD8 million principal repayment under
the Term Facilities currently scheduled for
April 30, 2003 shall be deferred. The
deferred amount is included in the
principal repayments provided for below in
respect of the years 2004 through 2008.
Of the USD9 million principal repayment
under the Term Facilities currently
scheduled for October 31, 2003, USD1
million shall be paid on such date.
2004 through 2008 Principal Payments of principal under the Term
Repayments Facilities and Revolving Facilities
shall be made as set forth below:
Repayment Date Repayment Instalment
(USD Million)
April 30, 2004 7
October 31, 2004 11
April 30, 2005 11
October 31, 2005 11
April 30, 2006 15
October 31, 2006 15
April 30, 2007 10
October 31, 2007 13.5
April 30, 2008 10
October 30, 2008 13.5
2004 through 2008 Interest on the Term Facilities and the
Interest Payments Revolving Facilities shall be paid as
currently provided for in the Loan
Agreement; provided, however, that each of
the A1 Margin, A2 Margin, B Margin,
Revolving 1 Margin and Revolving 2 Margin
shall be increased by 200 basis points as
of April 30, 2007.
Waiver Fee A fee equal to 0.25% of the principal
amount outstanding as of the date hereof
under the Term Facilities and the Revolving
Facilities shall be paid by the Borrowers
to the Lenders on December 31, 2004.
Cash Sweep Section 12.3 of the Loan Agreement shall be
amended to provide that, (A) in 2003, the
cash sweep percentage shall be (i) 75% of
the Excess Cash Flow comprised between USD5
million and USD10 million if the net cash
(excluding the proceeds of the Rights
Offering) on December 31, 2003 is comprised
between USD15 million and USD20 million and
(ii) 50% of the Excess Cash Flow above
USD10 million if net cash exceeds USD20
milllion and (B) in 2004 and subsequent
years, the cash sweep percentage shall be
(i) 75% of the Excess Cash Flow comprised
between USD5 million and USD10 million and
(ii) 50% of the Excess Cash Flow above
USD10 milllion.
Financial Ratios The financial ratios contemplated by the
Loan Agreement shall be amended as the
Lenders and Genesys shall mutually agree
based on financial projections (the
"Financial Projections") taking into
account the amortization schedule
contemplated by this Memorandum of
Understanding.
ADDITIONAL FINANCIAL INFORMATION
- --------------------------------
Genesys shall provide the Lenders with such
additional financial information as the
parties may reasonably agree.
WAIVERS
- -------
The Lenders hereby waive any breach in
respect of the financial ratios to be met
as of September 30, 2002.
The Lenders shall consider in good faith
any waiver request that Genesys may make
between the date hereof and the date of the
amendment to the Loan Agreement that shall
implement the principles set forth in this
Memorandum of Understanding and use their
best efforts to respond promptly and in
writing to any such request.
SECURITY INTERESTS
- ------------------
Genesys shall cause any security interests
which may have been terminated or otherwise
limited as a result of mergers and/or
change of names among certain of its U.S.
affiliates to be restored to their original
status (or to such status as shall cause
the Lenders to be secured as originally
contemplated by the Loan Agreement) as
promptly as practicable and in any event
(to the fullest extent possible) prior to
April 30, 2003.
CONDITIONS
- ---------- Undertakings contemplated by this
Memorandum of Understanding are subject to:
(i) the condition subsequent (unless
such condition is waived by the
Lenders and the Bondholders) that
shareholders approvals required to
authorize a Rights Offering seeking to
raise at least EUR6 million be
obtained no later than June 30, 2003;
(ii) the condition subsequent (unless
such condition is waived by the
Lenders and the Bondholders) that the
Rights Offering be completed no later
than August 31, 2003 and that its
gross proceeds be at least EUR6
million (it being understood that
completion of the Rights Offering will
require, among other things, the
issuance by the French Commission des
Operations de Bourse of a visa in
respect of a prospectus relating to
the Rights Offering);
(iii) the condition subsequent (unless
such condition is waived by the
Lenders and the Bondholders) that the
terms of the Bonds be amended as
contemplated hereby and in accordance
with final documentation satisfactory
to the parties no later than June 30,
2003;
(iv) the condition subsequent (unless
such condition is waived by the
Shareholders) that there will not have
occurred prior to the completion of
the Rights Offering a material adverse
change in the condition of Genesys and
its consolidated subsidiaries
considered as a whole, affecting
Genesys' ability to perform its
obligations hereunder;
(v) the condition subsequent (unless
such condition is waived by the
Lenders) that an amendment to the Loan
Agreement implementing the provisions
of this Memorandum of Understanding be
executed no later than April 30, 2003
by Genesys, the Lenders and the other
parties to the Loan Agreement, such
amendment to be satisfactory to all
such parties as to form and substance;
and
(vi) approval (homlogation) by the
President of the Commercial Court of
Montpellier;
provided that the deferral of the principal
payments originally scheduled for 2003
under the Loan Agreement shall be
unconditional; provided, however that in
the event any of the foregoing conditions
shall fail to be satisfied, the USD8
million principal repayment currently
scheduled for April 30, 2003 (proposed to
be deferred in full) and the USD9 million
principal repayment currently scheduled for
October 31, 2003 (proposed to be deferred
in part) shall become due and payable on
January 10, 2004 together with accrued but
unpaid interest.
MISCELLANEOUS
- -------------
The execution and implementation of this
Memorandum of Understanding and the
transactions contemplated hereby shall not
breach French laws or regulations
applicable to Genesys.
Genesys has the corporate power to execute
this Memorandum of Understanding.
Genesys represents and warrants that the
foregoing statements are true and accurate
in all material respects.
Genesys shall consult the parties to this
Memorandum of Understanding in connection
with the press release whereby it will
announce the terms of this Memorandum of
Understanding.
This Memorandum of Understanding documents an agreement
reached under the auspices of Me. Regis Valliot, who was appointed as
"Mandataire ad hoc" by the President of the Commercial Court of Montpellier on
February 24, 2003. It is expected that Regis Valliot will promptly inform the
President of the substance of this Agreement and seek his approval
(homologation), pursuant to a petition to which the Financial Projections and a
statement of the Chairman of the Board of Genesys to the effect that Genesys is
not "en cessation des paiements" as such term is defined under French law will
be attached.
GENESYS S.A.
By: Francois Legros
GENESYS CONFERENCING, INC.
By: Francois Legros
BNP PARIBAS
By:
CIBC WORLD MARKETS PLC
By:
FORTIS BANQUE FRANCE S.A.
By:
IBM France Financement S.A.
By:
ENTENIAL
By:
COMMERZBANK A.G.
By:
PART ' COM S.A.
By:
In-COM S.A.
By:
PECHEL INDUSTRIES S.A.
By:
UNIVERSAL CAPITAL PARTNERS S.A.
By:
In the presence of REGIS VALLIOT, as mandataire ad hoc
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: April 14, 2003
GENESYS SA
By: /s/ Francois Legros
-----------------------------------------
Name: Francois Legros
Title: Chairman and Chief Executive Officer