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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
|X| PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
AUGUST 3, 2007
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
Commission file number: 001-33207
UNIVERSAL POWER GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1288690
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1720 HAYDEN ROAD, CARROLLTON, TEXAS 75006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(469) 892-1122
(Registrant's telephone number, including area code)
NONE
(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 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 July 30, 2007, the Company entered into an Amended and Restated
Revolving Credit and Security Agreement with Compass Bank ("Credit Agreement"),
effective as of June 19, 2007, which amends and restates the Revolving Credit
and Security Agreement with Compass Bank, dated December 14, 2004, including
subsequent amendments and extensions thereof (the "Revolving Agreement"). The
Credit agreement, among other things: (i) increases the line of credit from
$16.0 million to $30.0 million (the "Credit Facility"), (ii) amends the interest
rate (payable monthly) for borrowings under the Credit Facility from the LIBOR:
Index Rate, plus 2.00%, to the LIBOR Index Rate plus a sliding range from 1.25%
to 2.50% based on quarterly covenant performance, (iii) changes the maturity
date of the Credit Facility from its original maturity date of May 5, 2007 plus
extensions to July 5, 2012, at which time all outstanding amounts under the
Credit Facility will become due and payable. Pursuant to the terms of the Credit
Agreement, advances to the Company that are secured by the Company's Eligible
Inventory and Eligible Accounts Receivable (as such terms are defined in the
Credit Agreement), may be made up to the lesser of (a) $30 million or (b) the
sum of (i) 50% of the Company's Eligible Inventory and (ii) 85% of the Company's
Eligible Accounts Receivable, not to exceed 1.5 times Eligible Accounts
Receivable. Also on July 31, 2007, the guaranty to Compass Bank executed on
December 29, 2004 by Zunicom, Inc., the Company's former parent, in connection
with the Company's obligations under the Credit Facility, was terminated.
A copy of the Amended and Restated Revolving Credit and Security
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Revolving
Credit and Security Agreement.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information described in Item 1.01 above is hereby incorporated herein by
reference.
ITEM 8.01. OTHER EVENTS.
On August 3, 2007, the Company issued a press release announcing the increase in
the line of credit under the Credit Facility.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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10.1 Amended and Restated Revolving Credit and Security
Agreement, dated July 30, 2007, between Universal Power
Group, Inc. and Compass Bank (to be provided by
amendment)
99.1 Press Release dated August 3, 2007 (to be provided by
amendment)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
Universal Power Group, Inc
(Registrant)
Dated: August 3, 2007 By: /s/ Julie Sansom-Reese
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Name: Julie Sansom-Reese
Title: Chief Financial Officer
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