FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): NOVEMBER _, 1995
(NOVEMBER 7, 1995)
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QMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9348 63-0737870
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE MAGNUM PASS, MOBILE ALABAMA 36618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (334) 633-4300
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS
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On November 7, 1995, QMS, Inc. (the "Company") entered into a Loan and
Security Agreement (the "Loan Agreement") with Foothill Capital Corporation in
the principal amount of $30,000,000. The Loan Agreement provides for a revolving
line of credit in an amount not to exceed $30,000,000, with sub-facilities for
(a) a term loan in the amount of $1,750,000 (the "Term A Loan"), (b) letters of
credit in an amount not to exceed $2,000,000 and (c) an additional term loan
facility in a principal amount not to exceed $5,000,000 (the "Term B Loan"). The
revolving line of credit and the ability to obtain letters of credit are limited
by a borrowing base formula as more fully set forth in the Loan Agreement. The
Term A Loan is to be repaid in equal monthly installments of $35,000, commencing
on December 1, 1995. All of the obligations under the Loan Agreement bear
interest at the Reference Rate (as defined in the Loan Agreement) plus 1.50%. As
of the date hereof, the Term B Loan remains available to the Company until March
31, 1996, and can be used solely to repay certain existing indebtedness of the
Company which is secured by the Company's headquarters facility. The initial
proceeds of the credit facility were for general working capital purposes and to
repay in full certain indebtedness of the Company held by AmSouth Bank, N.A.,
National Citibank, Kentucky, and NationsBank of Georgia, N.A. and certain
indebtedness owed to Connecticut General Life Insurance Company. The Loan
Agreement is attached hereto as Exhibit 1 and is incorporated by reference
herein.
The Loan Agreement is secured by all of the Company's assets other than
real estate and is guaranteed by QMS Canada Inc. and QMS Circuits, Inc. The
guarantees of QMS Canada Inc. and QMS Circuits, Inc. are secured by all of the
assets of such persons, other than real estate. In addition, the Company has
granted Foothill Capital Corporation a warrant to purchase up to 100,000 shares
of the Company's common stock at an exercise price of $5.00 per share. The
warrant is exercisable at any time from November 7, 1995 through November 7,
1999. The Company granted certain demand and piggy-back registration rights to
the holder of the warrant and its transferees.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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C. Exhibits.
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1. Loan and Security Agreement by and between QMS, Inc. and Foothill
Capital Corporation dated as of November 7, 1995, together with
forms of:
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(a) Stock Pledge Agreement by and between QMS, Inc. and Foothill
Capital Corporation;
(b) Term Note A in the original principal amount of $1,750,000
from QMS, Inc. in favor of Foothill Capital Corporation;
(c) Term Note B in the original principal amount of $5,000,000
from QMS, Inc. in favor of Foothill Capital Corporation;
(d) Trademark Security Agreement made by QMS, Inc. in favor of
Foothill Capital Corporation;
(e) QMS, Inc. Warrant to Purchase 100,000 shares of Common
Stock;
(f) General Security Agreement by and between QMS Canada Inc.
and Foothill Capital Corporation;
(g) General Continuing Guaranty by QMS Canada Inc. in favor of
Foothill Capital Corporation;
(h) Security Agreement by and between Foothill Capital Corporation
and QMS Canada Inc.;
(i) General Continuing Guaranty by QMS Circuits, Inc. in favor of
Foothill Capital Corporation; and
(j) Security Agreement between Foothill Capital Corporation and
QMS Circuits, Inc.
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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.
QMS, INC.
By: /s/ James L. Busby
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Name: James L. Busby
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Title: President
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Date: November 20, 1995
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
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1 Loan and Security Agreement by and between
QMS, Inc. and Foothill Capital Corporation dated
as of November 7, 1995, together with forms of:
(a) Stock Pledge Agreement by and between
QMS, Inc. and Foothill Capital
Corporation;
(b) Term Note A in the original principal
amount of $1,750,000 from QMS, Inc. in
favor of Foothill Capital Corporation;
(c) Term Note B in the original principal
amount of $5,000,000 from QMS, Inc. in
favor of Foothill Capital Corporation;
(d) Trademark Security Agreement made by
QMS, Inc. in favor of Foothill Capital
Corporation;
(e) QMS, Inc. Warrant to Purchase 100,000
shares of Common Stock;
(f) General Security Agreement by and
between QMS Canada Inc. and Foothill
Capital Corporation;
(g) General Continuing Guaranty by QMS
Canada Inc. in favor of Foothill Capital
Corporation;
(h) Security Agreement by and between
Foothill Capital Corporation and QMS
Canada Inc.;
(i) General Continuing Guaranty by QMS
Circuits, Inc. in favor of Foothill Capital
Corporation; and
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Exhibit Sequential
Number Description Page Number
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(j) Security Agreement between Foothill
Capital Corporation and QMS Circuits,
Inc.
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