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 (Date of earliest event reported): April 21, 2009
PROLIANCE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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1-13894
(Commission File Number)
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34-1807383
(IRS Employer Identification
No.) |
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100 Gando Drive
New Haven, Connecticut
(Address of Principal Executive Offices)
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06513
(Zip Code) |
Registrant’s telephone number, including area code: 203-401-6450
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2009, Proliance International, Inc. (the “Company”) entered into the
Twenty-Seventh Amendment (the “Twenty-Seventh Amendment”) of the Credit and Guaranty
Agreement (as amended prior to April 21, 2009, the “Agreement”) by and among the Company
and certain domestic subsidiaries of the Company, as guarantors, the lenders party thereto from
time to time (collectively, the “Lenders”), Silver Point Finance, LLC (“Silver
Point”), as administrative agent for the Lenders, collateral agent and as lead arranger, and
Wells Fargo Foothill, LLC (“Wells Fargo”), as a lender and borrowing base agent for the
Lenders.
Pursuant to the Twenty-Seventh Amendment, and upon the terms and subject to the conditions thereof,
the Waiver Reserve reduction to $0 was extended from April 21, 2009 to April 28, 2009.
The foregoing description of the Twenty-Seventh Amendment does not purport to be complete and is
qualified in its entirety by reference to the Twenty-Seventh Amendment, a copy of which is filed as
Exhibit 10.1 hereto, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
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10.1
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Twenty-Seventh Amendment to Credit Agreement dated April 21, 2009. |