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) December 18, 2003
Lexington Precision Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-3252 22-1830121
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
767 Third Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 319-4657
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 18, 2003, Lexington Precision Corporation (the "Company")
completed a refinancing of substantially all of its outstanding debt. In
connection therewith, on December 18, 2003, the Company issued a press release,
a copy of which is attached hereto as Exhibit 99.1, and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 4.1 Indenture, dated as of December 18,
2003, between Lexington Precision
Corporation and Wilmington Trust
Company, as Trustee.
Exhibit 4.2 Registration Rights Agreement, dated
as of December 18, 2003, between
Lexington Precision Corporation and
Purchasers listed therein.
Exhibit 4.3 Form of Unit.
Exhibit 4.4 Form of Warrant.
Exhibit 4.5 Form of 12% Senior Subordinated Note
due August 1, 2003.
Exhibit 4.6 Form of 13% Junior Subordinated Note
due November 1, 2009.
Exhibit 10.1 Exchange Agreement, dated as of
December 18, 2003, between Lexington
Precision Corporation and each of
Michael A. Lubin and Warren Delano.
Exhibit 10.2 Warrant Agent Agreement, dated as of
December 18, 2003, between Lexington
Precision Corporation and Wilmington
Trust Company, as Warrant Agent.
Exhibit 10.3 Amended and Restated Loan and Security
Agreement, dated as of December 18,
2003, by and among Lexington Precision
Corporation and Lexington Rubber
Group, Inc., as borrowers, and
Congress Financial Corporation, as
Agent, The Cit Group/ Commercial
Financing, Inc., as Co-Agent and the
Lenders from time to time party
thereto.
Exhibit 10.4 Pledge and Security Agreement, dated
as of December 18, 2003, made by
Lexington Precision Corporation in
favor of Congress Financial
Corporation, as agent.
Exhibit 10.5 Amended and Restated Term Promissory
Note, dated as of December 18, 2003,
made by Lexington Precision
Corporation in favor of Congress
Financial Corporation, as agent, in
the original principal amount of
$4,000,000.
Exhibit 10.6 Amended and Restated Term Promissory
Note, dated as of December 18, 2003,
made by Lexington Rubber Group, Inc.
in favor of Congress Financial
Corporation, as agent, in the original
principal amount of $9,500,000.
Exhibit 10.7 Loan and Security Agreement, dated
December 18, 2003, by and among
Lexington Precision Corporation and
Lexington Rubber Group, Inc., as
Borrowers, Ableco Finance LLC, as
Agent, and the lenders from time to
time party thereto.
Exhibit 10.8 Pledge and Security Agreement, dated
December 18, 2003, made by Lexington
Precision Corporation in favor of
Ableco Finance LLC, as agent.
Exhibit 10.9 Payoff Agreement, dated as of December
18, 2003, by and between Nomura
Special Situations Investment Trust
and Lexington Precision Corporation.
Exhibit 99.1 Press release dated December 18, 2003.
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.
Dated: December 18, 2003 LEXINGTON PRECISION CORPORATION
By: /s/ Warren Delano
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Warren Delano
President
EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
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4.1 Indenture, dated as of December 18, 2003, between Lexington
Filed herewith Precision Corporation and Wilmington Trust
Company, as Trustee. Filed herewith
4.2 Registration Rights Agreement, dated as of December 18, 2003,
between Lexington Precision Corporation and Purchasers listed
therein. Filed herewith
4.3 Form of Unit. Filed herewith
4.4 Form of Warrant. Filed herewith
4.5 Form of 12% Senior Subordinated Note due August 1, 2003. Filed herewith
4.6 Form of 13% Junior Subordinated Note due November 1, 2009. Filed herewith
10.1 Exchange Agreement, dated as of December 18, 2003, between
Lexington Precision Corporation and each of Michael A. Lubin and
Warren Delano. Filed herewith
10.2 Warrant Agent Agreement, dated as of December 18, 2003, between
Lexington Precision Corporation and Wilmington Trust Company, as
Warrant Agent. Filed herewith
10.3 Amended and Restated Loan and Security Agreement, dated as of
December 18, 2003, by and among Lexington Precision Corporation
and Lexington Rubber Group, Inc., as borrowers, and Congress
Financial Corporation, as Agent, The Cit Group/ Commercial
Financing, Inc., as Co-Agent and the Lenders from time to time
party thereto. Filed herewith
10.4 Pledge and Security Agreement, dated as of December 18, 2003,
made by Lexington Precision Corporation in favor of Congress
Financial Corporation, as agent. Filed herewith
10.5 Amended and Restated Term Promissory Note, dated as of December
18, 2003, made by Lexington Precision Corporation in favor of
Congress Financial Corporation, as agent, in the original
principal amount of $4,000,000. Filed herewith
10.6 Amended and Restated Term Promissory Note, dated as of December
18, 2003, made by Lexington Rubber Group, Inc. in favor of
Congress Financial Corporation, as agent, in the original
principal amount of $9,500,000. Filed herewith
10.7 Loan and Security Agreement, dated December 18, 2003, by and
among Lexington Precision Corporation and Lexington Rubber
Group, Inc., as Borrowers, Ableco Finance LLC, as Agent, and the
lenders from time to time party thereto. Filed herewith
10.8 Pledge and Security Agreement, dated December 18, 2003, made by
Lexington Precision Corporation in favor of Ableco Finance LLC,
as agent. Filed herewith
10.9 Payoff Agreement, dated as of December 18, 2003, by and between
Nomura Special Situations Investment Trust and Lexington
Precision Corporation. Filed herewith
99.1 Press release dated December 18, 2003. Filed herewith