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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 4, 1998
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Code-Alarm, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Michigan
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(State of Other Jurisdiction of Incorporation)
016441 38-2334695
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(Commission File Number) (IRS Employer Identification No.)
950 E. Whitcomb, Madison Heights, Michigan 48071
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(Address of Principal Executive Offices) (Zip Code)
(248) 583-9620
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
(b) A change in control might occur at a later date as a consequence of
the transactions described in Item 5 of this report.
Item 5. Other Events.
As previously reported in the Code-Alarm, Inc. Form 8-K dated February 3,
1998, final judgment was entered in the United States District Court, Eastern
District of Michigan (the "Court") case of Code-Alarm, Inc. v. Directed
Electronics, Inc., Case No. 87-CV-74022-DT, on February 3, 1998, in the amount
of $10,651,443 plus daily prejudgment interest of $1,992.99 from January 20,
1998 until February 2, 1998. On March 5, 1998, the Court approved a Bond for
Stay of Execution Pending Disposition of Rule 59 Motions and Appeal in the
amount of
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$9,341,031, which Code-Alarm posted with the Court. The Bond is
secured by an irrevocable letter of credit provided by Code-Alarm's senior
lender, General Electric Capital Corporation ("GECC"). In exchange for the
guaranty of this letter of credit, Pegasus Partners, L.P., acquired warrants to
purchase 1,730,301 shares of Code-Alarm's Common Stock and Pegasus Related
Partners, L.P., acquired warrants to purchase 4,499,915 shares of Code-Alarm's
Common Stock. The form of warrant was attached as Exhibit 10.62 to the
Code-Alarm Form 8-K dated October 24, 1997. As a consequence of the issuance
of these warrants, the number of shares of Common Stock into which the warrant
previously issued to GECC is exercisable was increased from 131,718 shares to
226,594 and the exercise price per share was reduced. The new warrants issued
to the two Pegasus entities may be exercised at any time from March 5, 1998,
until 5:00 p.m. on October 27, 2004, at a price of $0.49397 per share. The two
Pegasus entities, upon exercise of these and other warrants, will own
approximately 73% of the Common Stock of Code-Alarm on a fully diluted basis.
On March 4, 1998, Code-Alarm entered into an Amendment, Waiver and Consent
to the Credit Agreement dated as of October 24, 1997 among Code-Alarm as
Borrower, certain of Code-Alarm's subsidiaries as other "Credit Parties", GECC
as Lender and Agent and other Lenders who may become parties thereto, to
provide for an additional issuance on the "Litigation L/C", to request a draw
thereof, to memorialize certain understandings, to amend the agreement to
correct certain errors and omissions, and to obtain a waiver of certain
defaults. The Amendment is filed herewith.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.73 Amendment, Waiver and Consent to Credit Agreement dated as
of March 4, 1998 among Company, General Electric Capital
Corporation ("GECC"), in its capacity as a "Lender", and the other
financial institutions which may from time to time become parties
to the Credit Agreement (GECC, in such capacity, and such
other financial institutions being sometimes hereinafter referred
to collectively as the "Lenders" and individually as a "Lender"),
and GECC, in its separate capacity as agent for the Lenders.
10.74 Conformed Copy Incorporating Amendment and Waiver dated as
of March 4, 1998, of Credit Agreement dated as of October 24, 1997
(the "Credit Agreement") among Company, General Electric Capital
Corporation ("GECC"), in its capacity as a "Lender", and the other
financial institutions which may from time to time become parties
to the Credit Agreement (GECC, in such capacity, and such other
financial institutions being sometimes hereinafter referred to
collectively as the "Lenders" and individually as a "Lender"), and
GECC, in its separate capacity as agent for the Lenders.
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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 hereto duly authorized.
CODE-ALARM, INC.
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Date: March 19, 1998
By:/s/ Craig S. Camalo
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CRAIG S. CAMALO
Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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10.73 Amendment, Waiver and Consent to
Credit Agreement dated March 4, 1998.
10.74 Credit Agreement dated October 24, 1997.