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
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Date of Report (Date of earliest event reported): April 3, 2007
CHATTEM, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
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(Address of principal executive offices, including zip code)
(423) 821-4571
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(Registrant's telephone number, including area code)
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 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2007, Chattem, Inc. (the "Company"), as borrower, entered into
a Sixth Amendment to Credit Agreement (the "Amendment") with Signal Investment &
Management Co., Sundex, LLC and Chattem (Canada) Holdings, Inc., as guarantors
(the "Domestic Subsidiaries"), the persons identified as lenders on the
signature pages thereto (the "Lenders") and Bank of America, N.A., as agent for
the Lenders (in such capacity, the "Agent"), which amends the Credit Agreement
dated as of February 26, 2004 (collectively, as previously amended and after
giving effect to the Amendment, the "Amended Credit Agreement"), by and among
the Company, the Domestic Subsidiaries, the Lenders and the Agent, and pursuant
to which, among other things, the Company (i) will be permitted to incur
additional unsecured indebtedness the principal of which by its terms is not
required to be repaid, in whole or in part, before six months after the Term
Loan Maturity Date (as defined in the Amended Credit Agreement) and which is
issued pursuant to credit documents having covenants and events of default that
are no more restrictive than the covenants and events of default contained in
the Amended Credit Agreement and (ii) will obtain a reduction in the Applicable
Percentage (as defined in the Amended Credit Agreement), based upon specified
leverage ratios, with respect to Revolving Loans, Letter of Credit Fees and the
Unused Fee (as such terms are defined in the Amended Credit Agreement). A copy
of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
Item 8.01. Other Events.
On April 3, 2007, the Company issued a press release pursuant to Rule 135c
under the Securities Act of 1933, as amended, announcing a proposed private
placement of convertible senior notes due 2014. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Sixth Amendment to Credit Agreement, dated April 3,
2007, by and among Chattem, Inc., its domestic
subsidiaries, identified lenders and Bank of America,
N.A., as agent.
99.1 Press Release dated April 3, 2007.
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.
April 3, 2007 CHATTEM, INC.
By: /s/ Theodore K. Whitfield, Jr.
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Theodore K. Whitfield, Jr.
Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Exhibit Description
10.1 Sixth Amendment to Credit Agreement, dated April 3,
2007, by and among Chattem, Inc., its domestic
subsidiaries, identified lenders and Bank of America,
N.A., as agent.
99.1 Press Release dated April 3, 2007.