SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 21, 2005
HPL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-32967 77-0550714
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(State of Incorporation (Commission File Number) (I.R.S. Employer
or Organization) Identification No.)
2033 Gateway Place, Suite 400, San Jose, California 95110
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 437-1466
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2005, HPL Technologies, Inc. (the "Company") and Silicon
Valley Bank (the "Bank") entered into a Second Amendment to Loan and Security
Agreement (collectively, the "Amended Loan Agreement"), which amends certain
terms and conditions of a secured bridge loan from the Bank to the Company dated
July 21, 2005.
Under the Amended Loan Agreement, the Company may borrow from the Bank up
to $4,000,000, of which $3,500,000 is available to the Company as of the signing
of the Amended Loan Agreement, and the remaining $500,000 available to the
Company upon mailing of a proxy statement to our shareholders. The Company is
obligated to repay all advances under the Amended Loan Agreement upon the
earlier of (a) the closing of a liquidity event, as defined in the Loan and
Security Agreement or (b) December 31, 2005.
A copy of the Amended Loan Agreement is filed herewith as Exhibit 10.1.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Second Amendment to Loan and Security Agreement between Silicon
Valley Bank and HPL Technologies, Inc., dated October 18, 2005.
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SIGNATURE
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.
HPL TECHNOLOGIES, INC.
Date: October 21, 2005 By: /s/ Michael P. Scarpelli
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Michael P. Scarpelli
Chief Financial Officer and Senior VP of
Administration
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amendment to Loan and Security Agreement between Silicon
Valley Bank and HPL Technologies, Inc., dated October 18, 2005.
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Exhibit 10.1
SECOND AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT to Loan and Security Agreement (this "Amendment")
is entered into this 18th day of October, 2005, by and between Silicon Valley
Bank ("Bank") and HPL Technologies, Inc., a Delaware corporation ("Borrower")
whose address is 2033 Gateway Place, Suite 400, San Jose, CA 95110.
RECITALS
A. Bank and Borrower have entered into that certain Loan and Security
Agreement dated as of July 21, 2005, and amended by that certain First Amendment
to Loan and Security Agreement dated as of September 29, 2005 (as the same may
from time to time be further amended, modified, supplemented or restated, the
"Loan Agreement").
B. Bank has extended credit to Borrower for the purposes permitted in
the Loan Agreement.
C. Borrower has requested that Bank amend the Loan Agreement to, among
other things, increase the amount available as Bridge Loan Advances, extend the
maturity date, and change the amounts of the specific Bridge Loan Advances
available at specified times.
D. Bank has agreed to so amend certain provisions of the Loan
Agreement, but only to the extent, in accordance with the terms, subject to the
conditions and in reliance upon the representations and warranties set forth
below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall
have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement.
2.1 Section 2.1.1 (Bridge Loan). The last sentence of Section 2.1.1(a) is
amended to read in its entirety as follows: "Bridge Loan Advances, when repaid,
may not be reborrowed, and are repayable in full on the Bridge Loan Maturity
Date."
2.2 Section 2.1.1 (Bridge Loan). Section 2.1.1(c) is amended in its
entirety and replaced with the following:
"The Bridge Loan Advances will be available to Borrower in an
amount equal to (i) $3,500,000 immediately, and (iii) the remaining
$500,000 of the Committed Bridge Loan upon the mailing of a proxy
statement to Borrower's shareholders with respect to the Liquidity
Event with the consent of Synopsys, Inc. in accordance with the
Agreement of Merger made by and among Borrower, Synopsys, Inc. and Snap
Acquisition, Inc. as of October 2, 2005."
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2.3 Section 13 (Definitions). The following definitions contained in
Section 13 of the Loan Agreement are amended to read in their entirety as
follows:
"Bridge Loan Maturity Date" is the earlier of (a) the closing a Liquidity
Event, or (b) December 31, 2005.
"Committed Bridge Loan" is a Credit Extension of up to $4,000,000.
3. Limitation of Amendments.
3.1 The amendments set forth in Section 2, above, are effective for the
purposes set forth herein and shall be limited precisely as written and shall
not be deemed to (a) be a consent to any amendment, waiver or modification of
any other term or condition of any Loan Document, or (b) otherwise prejudice any
right or remedy which Bank may now have or may have in the future under or in
connection with any Loan Document.
3.2 This Amendment shall be construed in connection with and as part of the
Loan Documents and all terms, conditions, representations, warranties, covenants
and agreements set forth in the Loan Documents, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.
4. Representations and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows:
4.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true,
accurate and complete in all material respects as of the date hereof (except to
the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of
Default has occurred and is continuing;
4.2 Borrower has the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by
this Amendment;
4.3 The organizational documents of Borrower delivered to Bank on the
Effective Date remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;
4.4 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, have been duly authorized;
4.5 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not and will not contravene (a) any law or regulation
binding on or affecting Borrower, (b) any contractual restriction with a Person
binding on Borrower, (c) any order, judgment or decree of any court or other
governmental or public body or authority, or subdivision thereof, binding on
Borrower, or (d) the organizational documents of Borrower;
4.6 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
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by this Amendment, do not require any order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or
made; and
4.7 This Amendment has been duly executed and delivered by Borrower and is
the binding obligation of Borrower, enforceable against Borrower in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar laws of
general application and equitable principles relating to or affecting creditors'
rights.
5. Counterparts. This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
6. Effectiveness. This Amendment shall be deemed effective upon (i) the due
execution and delivery to Bank of this Amendment by each party hereto; and (ii)
the payment by Borrower to Bank of a loan fee in the amount of $5,000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
BANK BORROWER
Silicon Valley Bank HPL Technologies, Inc.
By: /s/ Tom Smith By: /s/ Michael P. Scarpelli
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Name: Tom Smith Name: Michael P. Scarpelli
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Title: Senior Relationship Manager Title: Chief Financial Officer
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