- Current report filing (8-K)
27 10월 2009 - 5:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
October
21, 2009
iBASIS,
INC.
______________
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
|
000-27127
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04-3332534
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20 Second Avenue, Burlington, MA 01803
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(Address
of Principal Executive Offices) (Zip Code)
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(781) 505-7500
(
Registrant’s
telephone number, including area code)
______________
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 2.02. Results of Operations and Financial Condition.
On October 26, 2009, iBasis, Inc. (“iBasis” or “we”) issued a press
release regarding financial results for the third quarter ended
September 30, 2009. A copy of that press release is being furnished as
part of this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference. The information set forth in
Exhibit 99.1 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On October 21, 2009, iBasis and Silicon Valley Bank (the “Lender”)
entered into that certain Fourth Loan Modification Agreement with an
effective date as of September 30, 2009 (the “Fourth Loan Modification
Agreement”) to the Second Amended and Restated Loan and Security
Agreement, as amended by the Third Loan Modification Agreement dated as
of January 26, 2009, the Second Loan Modification Agreement dated as of
September 30, 2008 and the First Loan Modification Agreement dated as of
April 28, 2008 (as amended, the “Amended Loan Agreement”).
The Fourth Loan Modification Agreement contains the following
amendments, among others, (i) extension of the maturity date through
October 1, 2011; (ii) adjustment of the borrowing base to add a
non-formula sublimit of $5 million to be included in the borrowing base
calculation during any quarter in which iBasis maintains EBITDA less
capital expenditures equal to or greater than $6 million; (iii)
modification of the minimum liquidity financial covenant requiring
iBasis to maintain minimum liquidity equal to the lesser of the monthly
borrowing base calculation, with a floor of $15 million, or $17.5
million; and (iv) change in tiered pricing formula for determining
quarterly adjustments to margins applicable to prime rate and LIBOR rate
based on EBITDA less capital expenditures. In connection with the
Fourth Loan Modification Agreement, iBasis is paying the Lender a
modification fee of $25,000 and a commitment extension fee of $175,000.
After incorporation of the changes in the Fourth Loan Modification
Agreement, the Amended Loan Agreement generally provides that iBasis may
borrow up to $35 million from time to time under a secured revolving
credit facility for the period which commenced on October 2, 2007 and
has been extended through October 1, 2011. The interest payable on
amounts drawn under this revolving credit facility are based on either
the Lender’s prime rate, plus a margin, or LIBOR, plus a margin, both of
which are subject to minimum interest rate floors. The revolving credit
facility is also guaranteed by iBasis Global, Inc., iBasis Retail, Inc.,
iBasis Securities Corporation and KPN International Network Services,
Inc., all of which are wholly-owned subsidiaries of iBasis. The
revolving credit facility is secured by a first priority lien and
security interest in the assets of iBasis and such guarantors. In
addition, iBasis has pledged two-thirds of all its shares of iBasis
Netherlands B.V. (formerly KPN Global Carrier Services B.V.), which is a
wholly-owned subsidiary of iBasis, as collateral for the revolving
credit facility. Proceeds from the credit facility may be used solely as
(i) working capital, (ii) to fund general business requirements, and
(iii) to fund the dividend declared by iBasis in connection with the
transactions with KPN.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Document
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10.1
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Fourth Loan Modification Agreement dated as of October 21, 2009 by
and between Silicon Valley Bank and iBasis, Inc.
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99.1
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Press Release dated October 26, 2009 (furnished herewith).
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SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
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October 26, 2009
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iBASIS, INC.
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By:
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/s/ Mark S. Flynn
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Mark S. Flynn
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Chief Legal Officer and Corporate Secretary
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