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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 31, 2002
INTERVOICE-BRITE, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 000-13616 75-1927578
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (972) 454-8000
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
Attached as Exhibit 99.1 is the Consent and Amendment to Forbearance Agreement
dated as of March 31, 2002, among the Registrant and its lenders, in which the
lenders agree to continue to forbear (through May) from exercising certain
rights arising from the Registrant's non-compliance with one of four financial
covenants contained in that certain Credit Agreement dated as of June 1, 1999
among the Registrant, Brite Voice Systems, Inc., Bank of America, National
Association, as agent, and the Lenders party thereto. The amendment extends the
forbearance agreed to by the Lenders on March 7, 2002 to May 31, 2002. The
Registrant made its scheduled principal repayment of approximately $5.0 million
on February 28 and has not defaulted on any of its payment obligations since the
inception of the Credit Agreement.
Attached as Exhibit 99.2 is the Commitment Letter dated April 10, 2002 between
the Registrant and Beal Bank, S.S.B. The Commitment Letter provides for a loan
of up to fourteen million dollars ($14,000,000) to the Registrant secured by a
mortgage on the Registrant's office facilities in Dallas, Texas. The Registrant
will make monthly interest payments and the entire principal balance will become
due and payable on the third anniversary of the loan. The loan is subject to
customary closing conditions, including the negotiation of a promissory note and
deed of trust, a satisfactory appraisal of the property's market value, and the
negotiation of a subordination agreement with the Registrant's current lender
group.
Attached as Exhibit 99.3 is a letter agreement dated April 2, 2002 between the
Registrant and a prospective purchaser for the purchase of the Registrant's
office facilities in Wichita, Kansas for two million dollars ($2,000,000). The
purchase is subject to customary closing conditions, including a satisfactory
inspection of the facilities, delivery of a satisfactory title policy, and the
negotiation of a warranty deed.
The Registrant's current lender group, which has a first lien on the
Registrant's facilities in Dallas and Wichita, has consented to the
aforementioned mortgage loan and sale of property, provided the proceeds are
used to pay down the loan to the lender group. Both the mortgage loan and sale
are scheduled to close during May 2002. If the loan and sale are both
consummated, the loan to the lender group will be reduced from approximately $30
million to approximately $14 million. While the Registrant is optimistic that
the loan secured by a mortgage on its Dallas facilities and the sale of the
Wichita facilities will be successfully completed, there is no guarantee either
transaction will close.
The Registrant is in the process of evaluating alternative financing scenarios
with the goal of replacing or restructuring its remaining indebtedness to its
existing lender group. In light of current cash flow requirements, the
Registrant is endeavoring to reduce its quarterly debt repayment obligations
under either a new or restructured credit facility. While the Registrant is
optimistic that an acceptable arrangement will be reached with its current
lenders, or under a new credit facility with a different lender group, there is
no guarantee that either such arrangement will be achieved. If the Registrant
does not achieve an acceptable credit arrangement, or requires financing in
addition to its current or any new credit facility, the registrant might issue
convertible debentures or equity securities to satisfy its capital and liquidity
requirements and/or to pay off outstanding indebtedness. While the Registrant is
optimistic that it could issue debentures or equity securities, there is no
guarantee that any such issuance could be consummated on terms acceptable to the
Registrant. If an acceptable financing arrangement is not achieved, and the
forbearance period is not extended, the Registrant's current lenders have all
rights available to them under the Credit Agreement, including acceleration,
termination or enforcement of security interests.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Consent and Amendment to Forbearance Agreement dated as of
March 31, 2002 by and among InterVoice-Brite, Inc., Brite
Voice Systems, Inc., Bank of America, National Association,
as agent, and the Lenders party thereto.
99.2 Commitment Letter dated April 10, 2002 between the Registrant
and Beal Bank S. S. B.
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99.3 Letter Agreement dated April 2, 2002 between the Registrant
and a prospective purchaser of the Registrant's facilities in
Wichita Kansas. Portions of this exhibit have been excluded
pursuant to a confidential treatment request.
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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 thereunto duly authorized.
INTERVOICE-BRITE, INC.
By: /s/ ROB-ROY J. GRAHAM
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Rob-Roy J. Graham
Secretary and Chief Financial Officer
Date: April 18, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Consent and Amendment to Forbearance Agreement dated as of
March 31, 2002 by and among InterVoice-Brite, Inc., Brite
Voice Systems, Inc., Bank of America, National Association,
as agent, and the Lenders party thereto
99.2 Commitment Letter dated April 10, 2002 between the Registrant
and Beal Bank S. S. B.
99.3 Letter Agreement dated April 2, 2002 between the Registrant
and a prospective purchaser of the Registrant's facilities in
Wichita Kansas. Portions of this exhibit have been excluded
pursuant to a confidential treatment request.