UNITED STATES
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): December 9, 2005
GENERAL DATACOMM INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-8086 06-0853856
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6 RUBBER AVENUE, NAUGATUCK, CT 06770
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203)-729-0271
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N/A
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(Former Name or Former Address, if Changed 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:
[ ] 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 240.13c-4(c))
Item 1.01. Enter into a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On December 9, 2005, the Corporation entered into amendments of its loan
arrangements with Howard S. Modlin, Chairman of the Board and Chief Executive
Officer, and John Segall, a Director. Pursuant to such amendments, an aggregate
of $1,600,000 in secured loans from such directors maturing between September
29, 2005 and September 29, 2006 were extended. Such amendments provided that 50%
of each such amended and restated note was amended to be payable one year from
the original due date and 50% of each such amended and restated note was amended
to be payable two years from the original due date. The conversion features of
four notes held by Mr. Modlin, which were convertible into an aggregate of
1,103,896 shares of Common Stock, and three notes held by Mr. Segall, which were
convertible into an aggregate of 501,698 shares of Common Stock, were
eliminated, and unpaid accrued interest aggregating $230,945.21, was added to
the amended and restated notes. In addition, while interest will continue to
accrue at the rate of 10% per annum from December 9, 2005, the first interest
payment on the amended and restated notes will not commence until May 1, 2006.
In connection with the transactions, Mr. Modlin and Mr. Segall each received
seven year warrants expiring December 8, 2012 to purchase Common Stock at 57-1/2
cents per share covering 2,084,204 shares and 1,100,047 shares, respectively.
The transactions were unanimously approved by the Corporation's Board of
Directors on December 9, 2005.
Item 9.01(d) Exhibits
4.1 Warrant D-2 Modlin
4.2 Warrant D-3 Segall
10.1 Fifth Amendment to Additional Senior Security Agreement
10.2 Amended and Restated $343,315.07 Promissory Note - Modlin
10.3 Amended and Restated $343,315.07 Promissory Note - Segall
10.4 Amended and Restated $143,047.95 Promissory Note - Modlin
10.5 Amended and Restated $143,047.95 Promissory Note - Segall
10.6 Amended and Restated $146,164.38 Promissory Note - Modlin
10.7 Amended and Restated $146,164.38 Promissory Note - Segall
10.8 Amended and Restated $286,095.84 Promissory Note - Modlin
10.9 Amended and Restated $279,794.52 Promissory Note - Modlin
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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.
General DataComm Industries, Inc.
(Registrant)
By: /s/ WILLIAM G. HENRY
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William G. Henry
Vice President, Finance and
Administration, and Principal
Financial Officer
December 14 , 2005
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