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
MARCH 1, 2002
Date of Report (Date of Earliest Event Reported)
NASHUA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-5492-1 02-0170100
(Commission File Number) (I.R.S. Employer Identification No.)
11 TRAFALGAR SQUARE, 2ND FLOOR
NASHUA, NEW HAMPSHIRE 03063
(Address of Principal Executive Offices)
(603)880-2323
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5 - OTHER EVENTS
On March 1, 2002, Nashua Corporation (the "Registrant") entered into a
Credit Agreement (the "Credit Agreement") with LaSalle Bank National
Association, as Agent, and other financial institutions party thereto. The
Credit Agreement consists of a term loan commitment of $10 million and a
revolving loan commitment of $30 million. Borrowings under the Credit Agreement
are collateralized by a security interest in the Registrant's accounts
receivable, inventory, certain machinery and equipment and real estate located
in Merrimack, New Hampshire. The Credit Agreement replaced the Registrant's
prior Loan Agreement, which was scheduled to expire on June 30, 2002. Interest
on loans outstanding under the Credit Agreement, at the Registrant's option, are
either at a rate per annum equal to the Base Rate (prime) or LIBOR, plus an
applicable margin. The initial Base Rate margin is .75 percent per annum through
June 30, 2002, after which it ranges from zero up to .75 percent per annum based
on the Registrant's total debt to EBITDA ratio. The initial LIBOR margin is 2.75
percent per annum through June 30, 2002, after which it ranges from 1.75 percent
per annum up to 2.75 percent per annum based on the Registrant's total debt to
EBITDA ratio. The Registrant is also subject to a non-use fee for any unutilized
portion of the revolving loan under the Credit Agreement which ranges from .25
percent to .50 percent based on the Registrant's total debt to EBITDA ratio. The
maturity date of the Credit Agreement is February 28, 2005. Under the terms of
the Credit Agreement, the Registrant is required to maintain certain financial
covenants, such as a Funded Debt to EBITDA Ratio and a Fixed Charge Coverage
Ratio, in each case as defined in the Credit Agreement. The Credit Agreement
also limits, among other things, the payment of dividends, capital expenditures,
the incurrence of additional debt and restricts the sale of certain assets and
merger or acquisition activities by the Registrant, without prior consent of the
lenders. The Credit Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.1, and the information contained in the Credit Agreement is
incorporated herein by reference.
A copy of the press release issued by the Registrant on March 4, 2002
relating to the Credit Agreement is attached hereto as Exhibit 99.1.
ITEM 7 - EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Credit Agreement, dated as of March 1, 2002, among Nashua
Corporation, LaSalle National Bank National Association, as
Agent, and other financial institutions party thereto.
99.1 Press release of Nashua Corporation, dated March 4, 2002.
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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 thereunto duly authorized.
NASHUA CORPORATION
Date: March 14, 2002 By /s/ John L. Patenaude
--------------------------------------
John L. Patenaude
Vice President-Finance, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Credit Agreement, dated as of March 1, 2002, among Nashua
Corporation, LaSalle National Bank National Association, as
Agent, and other financial institutions party thereto.
99.1 Press release of Nashua Corporation, dated March 4, 2002.