SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 31, 2003
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STUDENT ADVANTAGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-26074 04-3263743
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(617) 912-2000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 31, 2003, Student Advantage, Inc. (the "Company") amended its
loan agreement with Reservoir Capital Partners, L.P. and its affiliate,
Reservoir Capital Master Fund, L.P. ("Reservoir") to provide an additional loan
of $1,500,000 to the Company. As of March 31, 2003, the Company's indebtedness
to Reservoir, Scholar, Inc. (an entity owned in part by the Company's Chief
Executive Officer) and John Katzman, a former director and a guarantor of the
Company's indebtedness to Reservoir, is approximately $16.9 million. The Company
and its secured lenders also agreed to change to April 14, 2003 from March 31,
2003 the date on which the Company is required to repay $4 million of borrowings
under the loan agreement. Finally, the Company and its lenders modified their
agreement on allocations of transaction proceeds in the event certain business
assets are sold in the future.
The Company also filed a notice with the Securities and Exchange
Commission stating that the Company is unable to timely file its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K")
without unreasonable effort or expense because management of the Company has
been dedicating substantial efforts to obtaining additional financing, managing
debt obligations, possible divestitures and to corporate restructuring and
operational activities. The Form 10-K will be filed with the Securities and
Exchange Commission no later than the 15th calendar day following the March 31,
2003 due date for the filing thereof.
The press release relating to the aforementioned matters and issued by
the Company on April 1, 2003 is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
See the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
STUDENT ADVANTAGE, INC.
(Registrant)
Date: April 4, 2003 By: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.,
President and Chief Executive Officer
EXHIBIT INDEX
10.1 Promissory Note, dated March 31, 2003, executed and delivered by the
Registrant to Reservoir Capital Partners, L.P. in the original
principal amount of $1,284,600.
10.2 Promissory Note, dated March 31, 2003, executed and delivered by the
Registrant to Reservoir Capital Master Fund, L.P. in the original
principal amount of $215,400.
10.3 Amendment No. 9 to Loan Agreement, dated as of March 31, 2002, among
the Registrant, the subsidiaries of the Registrant and Reservoir
Capital Partners, L.P., Reservoir Capital Associates, L.P. Reservoir
Capital Master Fund, L.P., Scholar, Inc., and John Katzman (amending
the Loan Agreement by and among the Registrant, the subsidiaries of the
Registrant, and Reservoir Capital Partners, L.P., Reservoir Capital
Associates, L.P. and Reservoir Capital Master Fund, L.P.).
99.1 Press Release dated March 31, 2003 of the Registrant.