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) NOVEMBER 21, 1997
VIEW TECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-25940 77-0312442
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
3760 CALLE TECATE, SUITE A, CAMARILLO CALIFORNIA 93012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 482-8277
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
View Tech, Inc. and its wholly-owned subsidiary, USTeleCenters, Inc.
(collectively "the Company") entered into a $15 million credit agreement (the
"Agreement"), with Imperial Bank (the "Bank"), effective November 21, 1997. The
Agreement provides for a maximum credit line of up to $15 million for a term of
five (5) years. Amounts outstanding under the Agreement are collateralized by
the assets of the Company. Funds available under the Agreement will vary from
time to time depending on many variables including, without limitation, the
amount of Eligible Trade Accounts Receivable and Eligible Inventory of the
Company, as such terms are defined in the Agreement. The interest rates charged
on outstanding principal amounts vary between the Prime Rate, plus the Prime
Rate Margin, or between the Eurodollar Rate, plus the Eurodollar Rate Margin,
depending upon the Company's Leverage Ratio, as such terms are defined in the
Agreement. The Agreement requires the Company to comply with various financial
and operating loan covenants. Under certain conditions, the Agreement allows the
Company to prepay principal amounts outstanding without penalty. The Agreement
replaced the Company's previous credit agreements with BankBoston and City
National Bank.
The Agreement provides for three separate loan commitments consisting of (i) a
Facility A Commitment up to $7 million; (ii) a Facility B Commitment up to $5
million and (iii) a Facility C Commitment up to $3 million. Amounts drawn under
the Facility A Commitment are due and payable no later than November 21, 2002.
Amounts drawn under the Facility B Commitment are subject to mandatory
repayments in sixteen (16) equal quarterly installments commencing on March 31,
1999. Amounts outstanding under the Facility C Commitment are subject to
mandatory repayments in twelve (12) equal quarterly installments commencing on
March 31, 2000. All amounts outstanding under each such Facility are due and
payable no later than November 21, 2002. The Agreement prohibits the payment of
dividends to shareholders of View Tech, Inc.
In connection with the Agreement, the Company issued a Common Stock Purchase
Warrant for the purchase of 60,000 shares of the Company'' Common Stock by the
Bank and a Common Stock Purchase Warrant for the purchase of 20,000 shares of
the Company's Common Stock by BankBoston, N.A., a national banking association
(collectively, the "Warrants"), a participating lender. The Warrants are
exercisable until November 21, 2004 at a purchase price of $7.08 per share.
Readers should refer to the Agreement for a complete description of the terms
and conditions contained therein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Credit Agreement, dated as of November 21, 1997, among, USTeleCenters,
Inc., a Delaware corporation, View Tech, Inc. a Delaware corporation,
and Imperial Bank, a bank organized under the laws of the State of
California.
2.2 Security Agreement, dated as of November 21, 1997, among USTeleCenters,
Inc., a Delaware corporation, View Tech, Inc., a Delaware corporation
and Imperial Bank, a bank organized under the State of California.
10.1 Common Stock Purchase Warrant, dated as of November 21, 1997, for the
purchase of 60,000 shares of Common Stock of View Tech, Inc., a
Delaware corporation, by Imperial Bank, a California banking
corporation, on or before November 21, 2004 at a purchase price of
$7.08 per share.
10.2 Common Stock Purchase Warrant, dated as of November 21, 1997, for the
purchase of 20,000 shares of Common Stock of View Tech, Inc., a
Delaware corporation, by BankBoston, N.A., a national banking
association, a participating lender, on or before November 21, 2004 at
a purchase price of $7.08 per share.
99.1 Press release announcing the $15 million credit facility commitment from
Imperial Bank and BankBoston, dated December 3, 1997
SIGNATURES
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.
VIEW TECH, INC.
February 4, 1998 /s/ David A. Kaplan
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Date David A. Kaplan
Senior Vice President of
Finance and Operations
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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2.1 Credit Agreement, dated as of November 21, 1997, among, 6
USTeleCenters, Inc., a Delaware corporation, View Tech, Inc.
a Delaware corporation, and Imperial Bank a bank organized under
the laws of the State of California.
2.2 Security Agreement, dated as of November 21, 1997, among 124
USTeleCenters, Inc., a Delaware corporation, View Tech, Inc.,
a Delaware corporation and Imperial Bank, a bank organized
under the State of California.
10.1 Common Stock Purchase Warrant, dated as of November 21, 161
1997, for the purchase of 60,000 shares of Common Stock
of View Tech, Inc., a Delaware corporation, by Imperial Bank,
a California banking corporation, on or before November 21, 2004
at a purchase price of $7.08 per share.
10.2 Common Stock Purchase Warrant, dated as of November 21, 171
1997, for the purchase of 20,000 shares of Common Stock
of View Tech, Inc., a Delaware corporation, by BankBoston, N.A.,
a national banking association, a participating lender, on or
before November 21, 2004 at a purchase price of $7.08 per share.
99.1 Press release announcing the $15 million credit facility commitment 181
from Imperial Bank and BankBoston, dated December 3, 1997.