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, 2004
Nashua Corporation
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-05492 02-0170100
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
11 Trafalgar Square, Second Floor, Nashua, NH 03063
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(Address of Principal Executive Offices) (Zip Code)
603-880-2323
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On March 31, 2004, Nashua Corporation (the "Registrant") entered into a
Fifth Amendment (the "Fifth Amendment") to Credit Agreement with Fleet National
Bank and LaSalle Bank National Association to amend the Registrant's Credit
Agreement, dated March 1, 2002, as amended. The Fifth Amendment:
- extends the term of the credit facility to February 28, 2007;
- modifies the definition of Fixed Charge Coverage Ratio to provide
that (1) the ratio is based on the Registrant's Adjusted EBITDA and
(2) payments of principal of Funded Debt, included in the
calculation of the Fixed Charge Coverage Ratio, are limited to
principal payments in the last four quarters;
- replaces the definition and covenant relating to the Total Debt to
EBITDA Ratio with a definition and covenant relating to the Funded
Debt to Adjusted EBITDA Ratio;
- eliminates the covenant relating to Adjusted EBITDA; and
- adjusts the interest rate on loans outstanding under the credit
facility to provide that the interest rate is based on the Funded
Debt to Adjusted EBITDA Ratio and that the interest rate is, at the
option of the Registrant, either (1) a range from zero to .25
percent over the base rate (prime) or (2) a range from 1.5% to 2.0%
over LIBOR.
Under the Credit Agreement, as amended, Adjusted EBITDA is EBITDA adjusted
for restructuring and non-recurring charges, one-time charges and non-cash
expenses mutually agreed upon by the lenders and the Registrant and certain pro
forma adjustments mutually agreed upon for acquisitions.
The Fifth Amendment is attached to this Current Report on Form 8-K as
Exhibit 4.1, and the information contained in the Fifth Amendment is
incorporated herein by reference.
ITEM 7. EXHIBITS
Exhibit
Number Description
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4.1 Fifth Amendment to Credit Agreement dated as
of March 31, 2004, among Nashua Corporation,
Fleet National Bank and LaSalle Bank
National Association.
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.
Date: April 2, 2004 NASHUA CORPORATION
By: /s/ John L. Patenaude
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Name: John L. Patenaude
Title: Vice President - Finance, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Fifth Amendment to Credit Agreement dated as of March
31, 2004, among Nashua Corporation, Fleet National
Bank and LaSalle Bank National Association.