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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: January 2, 2008
Dorman Products, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-18914 23-2078856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3400 East Walnut Street,
Colmar, Pennsylvania 18915
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-997-1800
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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))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 24, 2007, Dorman Products, Inc. (formerly R&B, Inc.)
(the "Borrower") entered into Amendment No. 1 ("Amendment No. 1") to the Third
Amended and Restated Credit and Security Agreement with Wachovia Bank, National
Association ("Wachovia") and any other Bank becoming a party thereto, and
successors and assigns of the foregoing (the "Agreement"). The Amendment amends
the Agreement by extending the Revolving Credit Termination Date to June 30,
2010.
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement. A copy of the Agreement and reltated
documents have been filed as exhibits to the Current Report on Form 8-K dated
July 27, 2006. The description set forth herein is qualified in its entirety by
reference to the Amendment, the Agreement and related documents.
The Agreement, dated July 24, 2006, provides the Borrower with a $30
million maximum aggregate credit facility. Under the Agreement, at the
Borrowers' election, the Interest Rate per annum applicable to Revolving Credit
Balance under the Agreement will be either (1) Prime Rate as announced by
Wachovia from time to time, (2) an Adjusted LIBOR Rate as measured by reference
to an adjusted London inter-bank offered rate, or "LIBOR", divided by a
Eurocurrency Reserve Requirement as defined in Section 4.01 of the Agreement,
plus an Applicable Margin which fluctuates between 65 basis points and 150 basis
points based on the ratio of the Company's Consolidated Funded Debt to
Consolidated EBITDA, or (3) an Adjusted LIBOR Market Index Rate as measured by
the LIBOR Market Index Rate plus the Applicable Margin.
Under the Agreement, Borrower is required to pay (A) a fee of 0.125% on
all unused Credit Facilities, payable quarterly in arrears, and (B) a letter of
credit commission (i) for standby Letters of Credit issued on or after March 6,
2004 or any renewals of standby Letters of Credit issued prior to March 6, 2004,
at a rate equal to the Applicable Margin in effect at the time of the issuance
or renewal of any Letter of Credit, and (ii) for trade Letters of Credit issued
(a) prior to March 6, 2004 (and any subsequent renewals of such Letters of
Credit) or (b) on or after March 6, 2004, at the rate of one-quarter percent
(1/4%) per annum of the face amount of each trade Letter of Credit for the
period (including renewal periods) during which any such Letter of Credit is
outstanding.
The Agreement contains affirmative and negative covenants typical of
this type of facility, including: (i) restrictions on Borrower's and its
Subsidiaries' ability to allow liens on their assets, (ii) restrictions on the
incurrence of indebtedness, (iii) restrictions on the Borrower's and its
Subsidiaries' ability to dispose of assets, engage in mergers or acquisitions,
make loans or investments, transfer property or make payments to present or
former shareholders, officers, or other Affiliates of Borrower, (iv) the
requirement that the Borrower will maintain a Consolidated Total Funded Debt to
EBITDA ratio of no more than 2:50:1.00 for each quarter ending on or after June
30, 2006.
The Borrower's obligations under the Agreement are guaranteed by certain
of its subsidiaries.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above of this Current Report on Form 8-K
is incorporated into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
10.1 (1) Third Amended and Restated Credit and Security Agreement, dated as of
July 24, 2006, between the Borrower and Wachovia.
10.1.1 Amendment No. 1 dated December 24, 2007, to the Third Amended and
Restated Credit and Security Agreement, dated as of July 24, 2006.
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Notes:
(1) Incorporated by reference to the Exhibits filed with the Company's Current
Report on Form 8-K dated July 27, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Dorman Products, Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dorman Products, Inc.
Dated: January 2, 2008 By: /s/ Mathias J. Barton
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Mathias J. Barton
Chief Financial Officer and
Principal Accounting Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Third Amended and Restated Credit and Security Agreement, dated as of July
24, 2006, between the Borrower and Wachovia.
10.1.1 Amendment No. 1 dated December 24, 2007, to the Third Amended and
Restated Credit and Security Agreement, dated as of July 24, 2006.