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): December 26, 2000
FIBERCORE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-21823 87-0445729
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(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
253 Worcester Road, P.O. Box 180
Charlton, MA 01507
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (508) 248-3900
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
The Registrant executed a $10 million, five-year loan agreement with Fleet
National Bank ("Fleet"), dated as of December 20, 2000, and which closed on
December 26, 2000 (the "Loan Agreement"). The Registrant intends to apply $2
million of the proceeds obtained pursuant to the Loan Agreement toward
completing the financing of a new $25 million multi-mode facility in Jena,
Germany, designed to double the capacity of the existing Jena plant. The
Registrant intends to use the remainder of the proceeds to partially finance
expansion of the Xtal manufacturing facility.
The Registrant's repayment obligations under the Loan Agreement are
guaranteed (the "Guaranty") by Tyco International Group S.A. ("TIGSA"), a
wholly-owned subsidiary of Tyco International Ltd. In connection with the
Guaranty, the Registrant issued to TIGSA one share of the Registrant's Series A
Preferred Stock entitling TIGSA to the rights and privileges set forth in the
Designations of Rights Privileges and Preferences of Series A Preferred Stock
attached hereto as Exhibit 4.1. In the event of a breach of certain covenants
set forth in the Guarantor Indemnification Agreement attached hereto as Exhibit
10.6, TIGSA's ownership of the share entitles TIGSA to elect a number of
individuals to the Registrant's board of directors sufficient to give TIGSA
control of the board until the Guarantor Indemnification Agreement terminates.
The Registrant's obligations under the Loan Agreement are unsecured,
provided that in the event of an Event of Default under the Loan Agreement or in
the event TIGSA's credit rating drops below a certain threshold, Fleet may
trigger the attachment of a security interest in, among other things, certain
intellectual property rights owned by the Registrant and in the shares of
capital stock of the Registrant's subsidiaries.
On January 8, 2001, the Registrant issued a press release, a copy of which
is attached hereto as Exhibit 99.1.
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EXHIBIT NUMBER DESCRIPTION
Exhibit 3.1 Amendments to Bylaws of Registrant, adopted December 18, 2000.
Exhibit 4.1 Designations of Rights Privileges and Preferences of Series A
Preferred Stock of Registrant, dated as of December 19, 2000.
Exhibit 10.1 Loan Agreement between the Registrant and Fleet National Bank,
dated as of December 20, 2000.*
Exhibit 10.2 Revolving Credit Note executed by Registrant in favor of Fleet
National Bank, dated as of December 20, 2000.*
Exhibit 10.3 Limited Guaranty by Tyco International S.A., dated as of December
20, 2000.*
Exhibit 10.4 Pledge and Security Agreement between the Registrant and Fleet
National Bank, dated as of December 20, 2000.*
Exhibit 10.5 Collateral Assignment of Patents and Trademarks and Security
Agreement between the Registrant and Fleet National Bank, dated
as of December 20, 2000.*
Exhibit 10.6 Guarantor Indemnification Agreement among Tyco International
Group S.A., the Registrant, Mohd Aslami, Charles DeLuca and
Steven Phillips, dated as of December 20, 2000.*
Exhibit 99.1 Press Release of the Registrant, dated January 8, 2001.
* closed on December 26, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
FIBERCORE, INC.
By:/s/ Steven Phillips
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Name: Steven Phillips
Title: Interim Chief Financial
Officer
Date: January 10, 2001