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): JUNE 29, 2007
EMPIRE RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-12127 22-3136782
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
One Parker Plaza
Fort Lee, New Jersey 07024
(Address of principal executive offices, including zip code)
(201) 944-2200
(Registrant's telephone number, including area code)
Not applicable
(Former name or 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):
[_] 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 June 29, 2007, Empire Resources, Inc. entered into Amendment No. 1
to the Amended and Restated Credit Agreement, dated as of June 13, 2006, among
Empire Resources, Inc., each of the lenders that is a signatory thereto (the
"Lenders"), and JPMorgan Chase Bank, N.A., as agent for the Lenders. The
amendment permits Imbali Metals Bvba, a Belgian entity and wholly owned
subsidiary of Empire Resources, Inc. ("Imbali"), to enter into a credit facility
with Fortis Bank S.A./N.V., New York Branch, in which Imbali will be provided a
EUR 10 million commitment available for loans and documentary letters of credit
as evidenced by a Promissory Note. In connection with Amendment No. 1, Empire
Resources, Inc. executed (i) Amendment No. 1, dated June 29, 2007, to the
Security Agreement, dated as of June 13, 2006, among Empire Resources, Inc. and
the other Grantors party to the Security Agreement in favor of JP Morgan Chase
Bank, N.A., as the administrative agent for each of the Secured Parties, and
(ii) the Subordination Agreement among Fortis Bank, S.A./N.V., New York Branch,
JPMorgan Chase Bank, N.A. and Empire Resources, Inc.
After completion of Amendment No. 1, Imbali entered into a credit
arrangement with Fortis that is (a) secured by a perfected security interest in
all personal property and fixtures of Imbali, (b) unconditionally guaranteed by
Empire Resources, Inc as evidenced by the Guarantee dated June 29, 2007 between
Empire Resources, Inc. and Fortis Bank S.A./N.V., New York Branch, and (c)
secured by a perfected security interest in Empire Resources, Inc. as evidenced
by the Continuing Security Agreement dated June 29, 2007 between Empire
Resources, Inc. and Fortis Bank S.A./N.V., New York Branch.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information from Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment No. 1 dated June 29, 2007 to Amended and Restated
Credit Agreement dated as of June 13, 2006, among Empire
Resources, Inc., each of the Lenders (as defined therein), and
JPMorgan Chase Bank, N.A., as agent for the Lenders.
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SIGNATURE
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.
EMPIRE RESOURCES, INC.
Date: July 6, 2007 /s/ Sandra Kahn
----------------------------------
Sandra Kahn
Chief Financial Officer
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EXHIBIT LIST
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ----------------- --------------------------------------------------------------
10.1 Amendment No. 1 dated June 29, 2007 to Amended and Restated
Credit Agreement dated as of June 13, 2006, among Empire
Resources, Inc., each of the Lenders (as defined therein), and
JPMorgan Chase Bank, N.A., as agent for the Lenders.
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