EFFECTIVE AUGUST 23RD, 2004
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
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Date of Report (Date of earliest event reported) April 28, 2005
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Gilman + Ciocia, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-22996 11-2587324
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11 Raymond Avenue, Poughkeepsie, New York 12603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845)485-5278
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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 (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.
On April 28, 2005, Wachovia Bank, National Association ("Wachovia") executed
Amendment No. 3 to Forbearance Agreement ("Amendment No.3"), amending the
Forbearance Agreement (the "Forbearance Agreement") dated as of November 27,
2002 by and between Gilman + Ciocia, Inc. (the "Company"), North Ridge
Securities Corp. ("North Ridge"), Prime Capital Services, Inc. ("Prime"),
various guarantors and Wachovia. North Ridge is a former subsidiary of the
Company, Prime is currently a subsidiary of the Company and the guarantors are
current and former affiliates of the Company. Wachovia, formerly known as First
Union National Bank, lent money to the Company pursuant to certain credit
facilities (the "Credit Facilities"), with a current aggregate balance of
approximately $2.38 million. Upon the Company's default under the Credit
Facilities, the parties entered into the Forbearance Agreement. Pursuant to
Amendment No. 3, the effective amortization schedule under the Credit Facilities
was extended by approximately 16 months and the maturity date was extended to
March 10, 2008. Under Amendment No. 3, the Company will pay Wachovia principal
on the Credit Facilities of $66,205.42 monthly, plus interest.
Item 9.01 Financial Statements and Exhibits
(c) Amendment No. 3 attached
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May 3, 2005
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.
Gilman + Ciocia, Inc.
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(Registrant)
Date May 3, 2005
------------------------- /s/ Christopher Kelly
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Name: Christopher Kelly
Title: General Counsel
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