|EX-10.1 - FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - PLANAR SYSTEMS INC||d442386dex101.htm|
|EX-99.1 - PRESS RELEASE - PLANAR SYSTEMS INC||d442386dex991.htm|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2012
PLANAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
1195 NW Compton Drive
Beaverton, Oregon 97006
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
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|
Effective as of November 16, 2012, Planar Systems, Inc. (the Company) and Bank of America, N.A. (the Bank) entered into a Fourth Amendment to Amended and Restated Credit Agreement (the Amendment). The Amendment amends the Amended and Restated Credit Agreement between the Company and the Bank dated as of December 1, 2009, as amended. The Amendment reduces the amount required to satisfy the tangible net worth covenant and increases the amount of the commitment fee. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
|Item 2.02.||RESULTS OF OPERATIONS AND FINANCIAL CONDITION|
On November 20, 2012, the Company issued a press release announcing its financial results for the fourth quarter and year ended September 28, 2012, and its expectations regarding certain financial results for the first quarter of fiscal 2013 (the Earnings Release). The Earnings Release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The Earnings Release is furnished herewith as Exhibit 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Earnings Release contains non-GAAP financial measures that exclude share-based compensation and the requirements of Topic 718 of the FASB Accounting Standards Codification, Compensation-Stock Compensation. The non-GAAP financial measures also exclude impairment and restructuring charges, the amortization of intangible assets related to previous acquisitions, various tax charges including the valuation allowance against deferred tax assets, the gain or loss on foreign currency due to the non-cash nature of the charge, and various other adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial results should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
Management uses the non-GAAP financial measures for internal managerial purposes, including as a means to compare period-to-period results on a consolidated basis and as a means to evaluate the Companys results on a consolidated basis compared to those of other companies. In addition, management uses certain of these measures when publicly providing forward-looking statements on expectations regarding future consolidated basis financial results. The Company discloses this information to the public to enable investors who wish to more easily assess the Companys performance on the same basis applied by management.
|Item 9.01.||FINANCIAL STATEMENTS AND EXHIBITS|
|10.1||Fourth Amendment to Amended and Restated Credit Agreement by and between Planar Systems, Inc. and Bank of America, N.A., entered into effective as of November 16, 2012.|
|99.1||Press release issued by Planar Systems, Inc. on November 20, 2012|
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 on November 20, 2012.
|PLANAR SYSTEMS, INC.|
|Stephen M. Going|
Senior Vice President, General
Counsel and Secretary