UNITED STATES
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): September 15, 2004
SOURCE INTERLINK COMPANIES, INC.
(Exact name of registrant as specified in this charter)
Missouri 1-13437 43-17110906
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27500 Riverview Center Blvd., Bonita Springs, FL 34134
(Address of Principal Executive Offices and Zip Code)
Registrant's Telephone Number, including area code: (239) 949-4450
Not applicable
(Former Name or Former Address, if Changes Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On September 15, 2004, Source Interlink Companies, Inc. (the "COMPANY")
entered into a letter agreement dated as of September 8, 2004, by and among the
Company and those of the Company's subsidiaries named as borrowers or guarantors
in that certain Loan Agreement dated as of October 30, 2003 (the "LOAN
AGREEMENT") and the lenders signatory to the Loan Agreement and Hilco Capital LP
(as agent for each of such lenders) (the "AGENT"). The material terms and
conditions of the Loan Agreement were briefly described in the Company's Current
Report on Form 8-K filed with the Commission on November 5, 2003, and such
description is incorporated herein by reference. The letter agreement terminated
the parties' obligations under the Loan Agreement, other than those obligations
that by their terms survive the termination of the Loan Agreement and those
obligations in connection with a common stock purchase warrant (the "WARRANT")
issued to the Agent, the Warrantholders Rights Agreement dated as of October 30,
2003 and the Warrant Valuation Letter referenced in the Loan Agreement.
In connection with the execution of the letter agreement, the Company
agreed to pay the Agent:
o $1,000.00 in respect of unpaid principal outstanding under
the Loan Agreement;
o $108,391.91 in respect of deferred interest and accrued and
unpaid interest on such unpaid principal amount;
o $440,000 in compensation for certain services to be
performed by the Agent during the nine month period
beginning December 15, 2004;
o $6,738.48 in respect of certain expenses of the Agent and/or
the lenders payable by the Company pursuant to the Loan
Agreement; and
o $20,000.00 representing a security deposit for fees and
expenses of the Agent and/or the lenders payable pursuant to
the Loan Agreement or the other Loan Documents not included
above.
Effective with the payment of the amounts listed above, the Agent
waived its put rights and the Company waived its call rights under the Warrant.
In addition, the Agent agreed to either cause the holders of those common stock
purchase warrants issued in conjunction with the partial assignment by the Agent
of the Warrant to waive their respective put rights or to use reasonable efforts
to cause such holders to sell the shares of common stock issuable upon exercise
of their respective warrants within 90 days after the date of payment of the
amounts listed above.
The consent of the Company's senior leader, Well Fargo Foothill, is
required to effect the provisions of the letter agreement.
A copy of the letter agreement is filed as Exhibit 10.43.1 to this
report and is incorporated herein by reference. A copy of the Loan Agreement was
filed as Exhibit 10.43 and a copy of the Warrantholders Rights Agreement was
filed as Exhibit 10.42 to the Company's Current Report on Form 8-K filed with
the Commission on November 5, 2003, and is incorporated herein by reference. A
copy of the form of the Warrant was filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-3 filed with the Commission on August 30, 2004,
and is incorporated herein by reference. The descriptions of the transactions
contained in this report are qualified in their entirety by reference to such
exhibits.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information provided in Item 1.02 above is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.43.1 Letter Agreement dated as of September 8, 2004, by and among
Source Interlink Companies, Inc. and those of its direct and
indirect subsidiaries named as borrowers or guarantors in that
certain Loan Agreement dated as of October 30, 2003, (the
"LOAN AGREEMENT") and the lenders signatory to the Loan
Agreement and Hilco Capital LP (as agent for each of such
lenders).
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.
Date: September 16, 2004
SOURCE INTERLINK COMPANIES, INC.
By: /s/ Marc Fierman
-----------------------------
Marc Fierman
Vice President and
Chief Financial Officer
EXHIBIT INDEX
10.43.1 Letter Agreement dated as of September 8, 2004, by and among
Source Interlink Companies, Inc. and those of its direct and
indirect subsidiaries named as borrowers or guarantors in that
certain Loan Agreement dated as of October 30, 2003, (the
"LOAN AGREEMENT") and the lenders signatory to the Loan
Agreement and Hilco Capital LP (as agent for each of such
lenders).