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
December 23, 2014
Date of report (Date of earliest event reported)
HUTCHINSON
TECHNOLOGY INCORPORATED
(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 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(320) 587-3797
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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:
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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)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On December 23, 2014, we entered into an amendment to
our existing Revolving Credit and Security Agreement dated as of September 16, 2011, as previously amended, with PNC Bank, National Association, as agent and lender.
Pursuant to the amendment, a term loan was made to us in the amount of $15 million. The term loan may consist of domestic rate loans, with a per annum
interest rate equal to PNC Banks alternate base rate (as defined in the credit agreement) plus 2.50%, or Eurodollar rate loans, with a per annum interest rate equal to 3.50% plus the greater of the Eurodollar rate (as defined in the credit
agreement) or 1.00%, or a combination thereof. The principal balance of the term loan is payable in quarterly installments each in the amount of $750,000 on the first day of each calendar quarter, commencing on April 1, 2015, with the balance
due on December 1, 2016. Once repaid, amounts borrowed under the term loan may not be reborrowed.
We intend to use the proceeds from this term loan
to fund our previously announced pending redemption of our outstanding 8.50% Convertible Senior Notes due 2026 on January 15, 2015 and for general corporate purposes.
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 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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10.1 |
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Amendment No. 7 to Revolving Credit and Security Agreement, dated as of December 23, 2014, with PNC Bank, National Association, as agent and lender |
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
hereunto duly authorized.
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HUTCHINSON TECHNOLOGY INCORPORATED |
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Date: December 24, 2014 |
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/s/ David P. Radloff |
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David P. Radloff Vice President and Chief
Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Manner of Filing |
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10.1 |
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Amendment No. 7 to Revolving Credit and Security Agreement, dated as of December 23, 2014, with PNC Bank, National Association, as agent and lender |
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Filed Electronically |
Exhibit 10.1
AMENDMENT NO. 7
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 7 (this Amendment) is entered into as of December 23, 2014, by and among HUTCHINSON TECHNOLOGY
INCORPORATED, a corporation organized under the laws of the State of Minnesota (HTI) (HTI and each other Person who becomes a Borrower under the Loan Agreement referred to below, each a Borrower, and
collectively Borrowers), the financial institutions set forth on the signature pages hereto (each a Lender and collectively, Lenders) and PNC Bank, National Association as agent for Lenders
(in such capacity, Agent).
BACKGROUND
Borrowers, Agent and Lenders are parties to a Revolving Credit and Security Agreement dated as of September 16, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the Loan Agreement) pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested that Agent and Lenders (i) advance a term loan in the amount of $15,000,000 and (ii) agree to certain
amendments to the Loan Agreement in connection therewith, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by
Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan
Agreement is hereby amended as follows:
(a) Section 1.2 of the Loan Agreement is hereby amended by adding the following defined terms
in their appropriate alphabetical order:
Amendment No. 7 Effective Date shall mean December 23, 2014.
Contract Rate shall mean, as applicable, the Revolving Interest Rate or the Term Loan Rate.
Term Loan shall have the meaning set forth in Section 2.22 hereof.
Term Loan Rate shall mean (a) with respect to Term Loans that are
Domestic Rate Loans, an interest rate per annum equal to the sum of two and a half percent (2.50%) plus the Alternate Base Rate and (b) with respect to Term Loans that are Eurodollar Rate Loans, the sum of three and a half percent
(3.50%) plus the greater of (i) the Eurodollar Rate and (ii) one percent (1.00%).
Term Note
shall have the meaning set forth in Section 2.22 hereof.
(b) Section 1.2 of the Loan Agreement is hereby further amended by
amending and restating the following defined terms in their entirety as follows:
Advances shall mean and include the
Revolving Advances, Letters of Credit, as well as the Term Loan.
Note shall mean collectively, the Term Note and the
Revolving Credit Note.
Revolving Advances shall mean Advances made other than Letters of Credit and the Term Loan.
(c) The definition of Senior Debt Payments appearing in Section 1.2 of the Loan Agreement is hereby amended by deleting
the period immediately after clause (d) thereof and inserting the following text:
, plus (e) scheduled principal payments
on the Term Loan.
(d) The definition of Undrawn Availability appearing in Section 1.2 of the Loan Agreement is
hereby amended by inserting (other than the Term Loan) immediately after the text Advances.
(e)
Section 2.5(a) of the Loan Agreement is hereby amended and restated in its entirety to provide as follows:
(a) The Revolving
Advances shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.22 hereof and in the Term Note, subject to mandatory
prepayments as herein provided.
(f) Section 2.6 of the Loan Agreement is hereby amended by deleting the references to
Advances and inserting Revolving Advances in lieu thereof.
(g) Section 2.19 of the Loan Agreement is hereby
amended by amending and restating clauses (a) and (b) thereof in their entirety as follows:
(a) Each borrowing of
Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders. The Term Loan shall be advanced according to the applicable Commitment Percentages of Lenders.
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(b) Each payment (including each prepayment) by any Borrower on account of the principal of and
interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the principal of and
interest on the Term Note, shall be applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made
by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and
in immediately available funds.
(h) Section 2.19(c)(ii) and (iii) of the Loan Agreement are each hereby amended by
deleting the reference to Advances and inserting Revolving Advances in lieu thereof.
(i) Section 2.19(e) of
the Loan Agreement is hereby amended by deleting the reference to Revolving Advances and inserting Advances in lieu thereof.
(j) Section 2.20(a) is hereby amended by inserting the following sentence at the end thereof:
Borrowers shall not use the proceeds of any Revolving Advance to prepay the Term Loan.
(k) Article II is amending by inserting the following new Sections 2.22 and 2.23 immediately after the existing Section 2.21:
2.22 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term
loan (the Term Loan) to Borrowers in the sum equal to such Lenders Commitment Percentage of $15,000,000. The Term Loan shall be advanced on the Amendment No. 7 Effective Date and shall be, with respect to principal,
payable, subject to acceleration upon the occurrence and during the continuance of an Event of Default under this Agreement or early termination of this Agreement pursuant to the terms hereof, in quarterly installments each in the amount of $750,000
on the first day of each calendar quarter commencing on April 1, 2015, with a final installment comprised of all principal not sooner paid on the Term Loan being payable on the last day of the Term. The Term Loan shall be evidenced by one or
more secured promissory notes (collectively, the Term Note) in substantially the form attached hereto as Exhibit 2.22. The Term Loan
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may consist of Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent may request. In the event that Borrowers desire to obtain or extend a Eurodollar Rate
Loan or to convert a Domestic Rate Loan to a Eurodollar Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and (d) and the provisions of Sections 2.2(b) through (g) shall apply.
2.23 Mandatory Prepayment. When any Borrower sells or otherwise disposes of any Collateral after the Amendment No. 7 Effective
Date, other than any sale or other disposition of Collateral permitted by clauses (ii) through (x) of Section 7.1(c) hereof, Borrowers shall repay the Advances in an amount equal to the net cash proceeds of such sale (i.e., gross cash
proceeds less the reasonable costs of such sale or other disposition, any taxes paid or payable by any Borrower as a result of such sale or other disposition, any Indebtedness or other obligation secured by the Collateral subject to such sale or
other disposition which is repaid in connection with such sale or other disposition, and reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related purchase agreement),
such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, and until the date of payment, such net cash proceeds shall be held in trust for Agent. Notwithstanding the
foregoing, so long as no Default or Event of Default then exists, no prepayment of any Advances shall be required by this Section 2.23 with the net cash proceeds of any sale or other disposition of Collateral if a Borrower has notified the
Agent promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds that it intends to use such net cash proceeds within 360 days of such sale or other disposition to make Capital Expenditures for or in
respect of fixed assets or improvements, replacements, substitutions or additions to fixed assets that are or will become part of the Collateral. Promptly after the end of such 360-day period, the Borrowers shall notify the Agent whether the
Borrowers have used such net cash proceeds for such purposes and, to the extent such net cash proceeds have not been so used, shall repay the Advances in an amount equal to the net cash proceeds not so used. The foregoing shall not be deemed to be
implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Repayments pursuant to this Section 2.23 shall be applied (i) first, to the outstanding principal installments of the Term Loan on a pro rata basis
(allocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the Borrowers) and (ii) second to the remaining Advances (allocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the Borrowers), subject to
Borrowers ability to re-borrow Revolving Advances in accordance with the terms hereof.
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(l) Section 3.1 of the Loan Agreement is hereby amended and restated in its entirety to
provide as follows:
3.1. Interest. Interest on Advances shall be payable in arrears on the first day of each month with
respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an Interest Period in excess of three months, at the earlier of (a) each three months from the
commencement of such Interest Period or (b) the end of the Interest Period. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to (i) with respect to
Revolving Advances, the applicable Revolving Interest Rate and (ii) with respect to the Term Loan, the applicable Term Loan Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the
applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The
Eurodollar Rate shall be adjusted with respect to Eurodollar Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of
Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, (i) the Obligations other than Eurodollar Rate Loans shall bear interest at the Revolving Interest Rate for Domestic Rate Loans plus
two (2%) percent per annum and (ii) each Eurodollar Rate Loan shall bear interest at the applicable Contract Interest Rate for such Eurodollar Rate Loan plus two (2%) percent per annum (as applicable, the Default
Rate).
(m) Section 3.5 of the Loan Agreement is hereby amended by deleting the reference to Revolving Interest
Rate and inserting applicable Contract Rate in lieu thereof.
(n) The first sentence of Section 9.2 of the Loan
Agreement is hereby amended by deleting the period at the end thereof and inserting the following language:
and
(iii) concurrently with the delivery of the quarterly financial statements as required under Section 9.8 hereof, a schedule summarizing all appraised equipment, including the value of such equipment, that was disposed of during the
previous fiscal quarter as permitted under clauses (v), (ix) and (x) of Section 7.1(c) hereof.
(o) The fourth
paragraph of Section 16.2(b) of the Loan Agreement is hereby amended by deleting the reference to Advances and inserting Revolving Advances in lieu thereof.
(p) Paragraphs (c) and (d) of Section 16.3 of the Loan Agreement are hereby amended by adding the text and/or Term
Loans immediately after the text Revolving Advances as such text appears throughout such paragraphs.
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(q) The Exhibits to the Loan Agreement are hereby amended by adding Exhibit A attached hereto as
Exhibit 2.22.
3. Conditions of Effectiveness. This Amendment shall become effective upon satisfaction of the following conditions
precedent. Agent shall have received:
(a) a copy of this Amendment executed by Borrowers, Agent and Lenders
(b) a copy of the Term Note, dated as of the date hereof, executed by Borrowers;
(c) resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member
or partner) of each Borrower authorizing the execution, delivery and performance of this Amendment and the Term Note.
(d) an opinion of
counsel to Borrowers in form and substance reasonably satisfactory to Agent
(e) an amendment fee of $300,000 which shall be charged by
Agent to Borrowers Account.
4. Representations and Warranties. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrowers and are enforceable
against Borrowers in accordance with their respective terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors rights generally or general principals of
equity).
(b) Upon the effectiveness of this Amendment, each Borrower hereby reaffirms all covenants, representations and warranties made
in the Loan Agreement to the extent the same are not amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
(c) The execution, delivery and performance of this Amendment and all other documents in connection therewith has been duly authorized by all
necessary corporate action on the part of the Borrowers, and do not contravene, violate or cause the breach of any agreement, judgment, order, law or regulation applicable to any Borrower.
(d) Upon the effectiveness of this Amendment, no Event of Default or Default has occurred and is continuing.
(e) No Borrower has any defense, counterclaim or offset with respect to the Loan Agreement.
5. Representation by Agent. Agent hereby represents that, as of the date hereof, PNC Bank, National Association is the only Lender party
to the Loan Agreement.
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6. Effect on the Loan Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to this Agreement, hereunder,
hereof, herein or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.
(b)
Except as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
(c) Except as otherwise expressly contemplated hereby, the execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.
(d) This Amendment shall be an Other Document for all purposes under the Loan Agreement.
7. Release. The Borrowers hereby acknowledge and agree that: (a) to their knowledge neither they nor any of their Subsidiaries have
any claim or cause of action against Agent or any Lender (or any of Agents or any Lenders Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement or the Other Documents and (b) to their
knowledge Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their respective obligations to the Borrowers under the Loan Agreement and the Other Documents. Notwithstanding the foregoing, Agent and each
Lender wish (and the Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Agents or such Lenders rights, interests, security
and/or remedies under the Loan Agreement and the Other Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Borrowers (for themselves and their respective
Subsidiaries and the successors, assigns, heirs and representatives of each of the foregoing) (each a Releasor and collectively, the Releasors) do hereby fully, finally, unconditionally and irrevocably release
and forever discharge Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (each a Released Party and collectively, the Released Parties) from
any and all debts, claims, obligations, damages, costs, attorneys fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent of fixed, direct or indirect, and of whatever
nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing
whatsoever done or omitted to be done, except for a Released Partys gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, prior to the date hereof arising out of, connected with or related in any
way to the Loan Agreement or any Other Document, or any act, event or transaction related or attendant thereto, or Agents or any Lenders agreements contained therein, or the possession, use, operation or control in connection therewith
of any of the assets of the Borrowers, or the making of any advance thereunder, or the management of such advance or the Collateral.
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8. Governing Law. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
9. Costs and Expenses. Borrowers hereby agree to pay the Agent, on demand, all reasonable costs and expenses (including reasonable
attorneys fees and legal expenses) incurred by Agent in connection with this Agreement and any instruments or documents contemplated hereunder.
10. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.
11. Counterparts; Electronic Transmission. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or other electronic
transmission (including transmission of a PDF file) shall be deemed to be an original signature hereto.
[Signature page follows this page]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written
above.
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HUTCHINSON TECHNOLOGY INCORPORATED |
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By: |
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/s/ David P. Radloff |
Name: |
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David P. Radloff |
Title: |
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Vice President and |
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Chief Financial Officer |
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PNC BANK, NATIONAL ASSOCIATION, as
Agent and Lender |
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By: |
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/s/ Robert Anchundia |
Name: |
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Robert Anchundia |
Title: |
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Senior Vice President |
Signature Page to Amendment No. 7 to Revolving Credit and Security Agreement
Exhibit A
Exhibit 2.22Form of Term Note
(To be attached.)
Exhibit A
TERM NOTE
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$15,000,000 |
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New York, New York |
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December 23, 2014 |
This Term Note (this Note) is executed and delivered under and pursuant to the terms of that
certain Revolving Credit and Security Agreement dated as of September 16, 2011 (as amended, modified, supplemented or restated from time to time, the Loan Agreement) by and among Hutchinson Technology Incorporated, a Minnesota
corporation (Borrower), PNC Bank, National Association (PNC), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the Lenders) and
PNC, as agent for the Lenders (PNC, in such capacity, Agent). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
FOR VALUE RECEIVED, Borrower promises to pay to the order of Agent, for its benefit and for the ratable benefit of the Lenders, at
Agents offices located at 340 Madison Avenue, New York, NY 10173, or at such other place as the holder hereof may from time to time designate to Borrowing Agent in writing:
(i) the principal sum of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000), payable in accordance with the provisions of the Loan Agreement,
subject to acceleration upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, or earlier termination of the Loan Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time to time outstanding, payable at the applicable Term Loan Rate in accordance with
the provisions of the Loan Agreement. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of the Agent or at the direction of Required Lenders, interest shall be payable at the applicable Default
Rate. In no event, however, shall interest hereunder exceed the maximum interest rate permitted by law.
This Note is the Term Note
referred to in the Loan Agreement and is secured, inter alia, by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents, and is subject to all of the
agreements, terms and conditions therein contained.
This Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole
or in part, on the terms and conditions set forth in the Loan Agreement.
If an Event of Default under Section 10.7 of the Loan
Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any
other Event of Default shall occur under the Loan Agreement or any of the Other Documents which is not cured within any applicable grace period or waived, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and
payable, without notice, together with reasonable attorneys fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.
This Note shall be governed by and construed in accordance with the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any
kind except as expressly provided in the Loan Agreement.
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HUTCHINSON TECHNOLOGY INCORPORATED |
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By: |
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Name: |
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Title: |
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STATE OF ) |
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: ss.: |
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COUNTY OF ) |
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On the day of
, 2014, before me personally came
, to me known, who being by me duly sworn, did depose and say that s/he is the
of Hutchinson Technology Incorporated, the corporation described in and which executed the foregoing instrument; and that
s/he was authorized to sign her/his name thereto by order of the board of directors of said corporation.
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