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) September 20, 2004
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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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
In June, 2004 Brightpoint, Inc., an Indiana corporation ("Registrant") announced
and completed a $20 million share repurchase program. As a result, on September
20, 2004, Brightpoint North America, L.P., a Delaware limited partnership
("Brightpoint NA"), and Wireless Fulfillment Services LLC, a California limited
liability company (together with Brightpoint N.A., the "Borrowers"), both
subsidiaries of Registrant, together with Registrant and other parties
affiliated with Registrant in their respective capacities, entered into an
amendment (the "First Amendment") to the Amended and Restated Credit Agreement
dated March 18, 2004 among Borrowers, a syndicate of lenders led by GE
Commercial Finance and the other credit parties thereto (the "Revolver"). The
First Amendment modifies the Revolver by reducing the consolidated tangible net
worth threshold Registrant is required to maintain as of the last day of each
quarter by $20 million from $130 million to $110 million, thereby easing the
tangible net worth requirement. The First Amendment further provides that the
revised $110 million threshold shall be further reduced in an amount equal to
the purchase price of any outstanding shares of Registrant's common stock
repurchased by Registrant on or after September 20, 2004. A copy of the First
Amendment is filed herewith as exhibit 10.1, and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Amendment No. 1 to Amended and Restated Credit Agreement dated
March 18, 2004, dated as of September 20, 2004 among Brightpoint
North America, L.P., a Delaware limited partnership, and
Wireless Fulfillment Services LLC, a California limited liability
company, General Electric Capital Corporation, a Delaware
corporation, for itself, as Lender, and as Agent for Lenders and
the other Lenders and the other Credit Parties signatory to the
Amended and Restated Credit Agreement.
99.1 Cautionary Statements
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.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President and
General Counsel
Date: September 22, 2004
INDEX TO EXHIBITS
Exhibit Description
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10.1 Amendment No. 1 to Amended and Restated Credit Agreement dated
March 18, 2004, dated as of September 20, 2004 among
Brightpoint North America, L.P., a Delaware limited
partnership, and Wireless Fulfillment Services LLC, a
California limited liability company, General Electric Capital
Corporation, a Delaware corporation, for itself, as Lender,
and as Agent for Lenders and the other Lenders and the other
Credit Parties signatory to the Amended and Restated Credit
Agreement.
99.1 Cautionary Statements