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): February 9, 2006
SOURCE INTERLINK COMPANIES, INC.
(Exact name of registrant as specified in this charter)
Delaware 001-13437 20-2428299
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27500 Riverview Center Blvd., Suite 400, 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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
FIRST AMENDMENT TO RETAIL MAGAZINE SUPPLY AGREEMENT
On February 9, 2006, International Periodical Distributors, Inc. ("IPD"),
a wholly owned subsidiary of Source Interlink Companies, Inc. (the
"REGISTRANT"), entered into that certain First Amendment to Retail Magazine
Supply Agreement (the "FIRST AMENDMENT") to be effective as of April 1, 2006, by
and between Barnes & Noble, Inc. ("B&N") and IPD. The First Amendment amends
that certain Retail Magazine Supply Agreement (the "SUPPLY AGREEMENT") dated as
of August 6, 2004, by and between B&N and IPD.
Material terms of the First Amendment include the following:
- Extension of the term of the Supply Agreement to March 31, 2010 with
respect to Imported Publications (as defined in the First
Amendment).
- Entry into an arrangement whereby B&N agrees to purchase Imported
Publications exclusively from IPD (except for certain excluded
Imported Publications, as set forth from time to time on Exhibit D
to the First Amendment).
- Amendment of certain sales terms and conditions, as set forth on
Exhibit A to the First Amendment.
- Amendment of certain other terms and conditions of the Supply
Agreement.
The remaining terms and conditions of the Supply Agreement remain
unmodified by the First Amendment.
A copy of the First Amendment is filed as Exhibit 10.48.1 to this report
and is incorporated herein by reference. A copy of the Supply Agreement was
filed as Exhibit 10.48 to the Registrant's Quarterly Report on Form 10-Q filed
with the Commission on December 10, 2004, and is incorporated herein by
reference. The descriptions of the foregoing transactions are qualified in their
entirety by reference to such exhibits.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.48.1* First Amendment to Retail Magazine Supply Agreement effective as of
April 1, 2006 by and between Barnes & Noble, Inc. and International
Periodical Distributors, Inc.
* Certain material has been omitted pursuant to a request for confidential
treatment and such material has been filed separately with the Commission.
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: February 14, 2006
SOURCE INTERLINK COMPANIES, INC.
By: /s/ Marc Fierman
------------------------------------
Marc Fierman
Executive Vice President and Chief Financial
Officer
EXHIBIT INDEX
10.48.1* First Amendment to Retail Magazine Supply Agreement effective as of
April 1, 2006 by and between Barnes & Noble, Inc. and International
Periodical Distributors, Inc.
* Certain material has been omitted pursuant to a request for confidential
treatment and such material has been filed separately with the Commission.