Current Report Filing (8-k)
October 31 2013 - 4:05PM
Edgar (US Regulatory)
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
October 28, 2013
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Date of report (Date of earliest event reported)
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HUTCHINSON TECHNOLOGY INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
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Minnesota
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001-34838
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41-0901840
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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40 West Highland Park Drive N.E.,
Hutchinson, Minnesota
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55350
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(Address of Principal Executive Offices)
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(Zip Code)
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(320) 587-3797
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 October 28, 2013, we entered into a Waiver and Amendment No. 4 to Revolving Credit and Security Agreement with PNC Bank, National Association, as agent and lender. The amendment modifies the fixed charge coverage covenant under the existing Revolving Credit and Security Agreement dated as of September 16, 2011, as previously amended, to eliminate the requirement for our fiscal quarter ended September 29, 2013 and change the measurement periods starting with our fiscal quarter ending December 29, 2013 by excluding from such measurement periods all fiscal quarters ended on or prior to September 29, 2013.
A copy of the amendment is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2013, we issued a press release regarding our financial results for the fiscal quarter ended September 29, 2013, which is furnished as Exhibit 99.1 hereto.
The press release includes certain “non-GAAP financial measures” within the meaning of the rules of the Securities and Exchange Commission. With respect to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure. Management believes that the non-GAAP measures provide useful information to investors regarding our results of operations and financial condition because they eliminate unusual items impacting earnings and facilitate a more meaningful comparison and understanding of our operating performance for the current, past and future periods.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Waiver and Amendment No. 4 to Revolving Credit and Security Agreement, dated as of October 28, 2013, between Hutchinson Technology Incorporated and PNC Bank, National Association, as Agent and Lender.
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99.1
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Press Release dated October 31, 2013, regarding our financial results for the fiscal quarter ended September 29, 2013.
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SIGNATURE
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 hereunto duly authorized.
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HUTCHINSON TECHNOLOGY INCORPORATED
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Date: October 31, 2013
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/s/ David P. Radloff
David P. Radloff
Vice President and Chief Financial Officer
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EXHIBIT INDEX
No.
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Description
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Manner of Filing
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10.1
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Waiver and Amendment No. 4 to Revolving Credit and Security Agreement, dated as of October 28, 2013, between Hutchinson Technology Incorporated and PNC Bank, National Association, as Agent and Lender.
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Filed Electronically
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99.1
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Press Release dated October 31, 2013, regarding our financial results for the fiscal quarter ended September 29, 2013
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Furnished Electronically
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