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): January 30, 2003
FIBERCORE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-21823 87-0445729
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
253 Worcester Road, P.O. Box 180 01507
Charlton, MA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (508) 248-3900
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On January 30, 2003, FiberCore USA, Inc. ("FiberCore USA"), a wholly owned
subsidiary of FiberCore, Inc. (the "Company"), completed a financing transaction
with Tyco International Finance Alpha GmbH ("Tyco"), an affiliate of Tyco
International Ltd. Under the transaction, Tyco made a $1,500,000 loan due on
January 30, 2004 which was funded December 20, 2002 and is convertible into
shares of the Company's common stock at Tyco's option. The Company used $750,000
of the proceeds to make a required payment to Fleet National Bank ("Fleet")
pursuant to the Company's credit facility with Fleet (the "Credit Facility") and
the remainder for general corporate purposes. FiberCore USA's obligations with
respect to the loan from Tyco are guaranteed by the Company. FiberCore USA has
secured the loan with equipment.
The Company did not have excess funds available to make the October 1,
2002, November 1, 2002, and December 1, 2002 monthly redemptions of the
Company's outstanding 5% Convertible Subordinated Debentures (the "Debentures")
and was unable to pay the redemptions in shares of the Company's common stock
under the Company's agreements with the holders because the Company did not have
an effective registration statement covering the resale of such shares. The
Company had obtained a conditional waiver with respect to the October and
November redemptions which has expired. However, the Company has reached an
agreement in principle with the holders of the Debentures to modify the
repayment schedule for the remaining $2,467,000 of the Debentures. The entire
balance could become immediately due if the agreement is not finalized.
If the Company were to default with respect to the debentures, Fleet could
accelerate the maturity date of the Credit Facility and the entire balance of
$8,500,000 could become immediately due. The Company's obligations under the
Credit Facility are guaranteed by Tyco International Group S.A., an affiliate of
Tyco International Ltd. If Tyco were to perform on the guarantee, Tyco would be
able to exercise rights to control the board of directors of the Company.
This report includes "forward-looking statements" which involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of the Company to differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements speak only as
of the date of this report. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
ITEM 7. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
Exhibit 99.1 Promissory Note of FiberCore USA, Inc., dated as of
December 20, 2002
Exhibit 99.2 Guaranty of the Registrant, dated as of December 20, 2002
Exhibit 99.3 Security Agreement between FiberCore USA, Inc. and Tyco
International Finance Alpha GmbH, dated as of December 20,
2002
Pursuant to the requirements of the Securities 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/ Robert P. Lobban
-----------------------------------
Name: Robert P. Lobban
Title: Chief Financial Officer and
Treasurer
Date: February 24, 2003