UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 18, 2006
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2818 N. Sullivan Road, Spokane Valley, WA 99216
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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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:
[ ] Written communications pursuant to Rule 425 under 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 18, 2006, Itron, Inc. completed an amendment to its senior secured credit
facility dated December 17, 2003. The amendment reduces certain fees related to
letters of credit, the revolving credit line, unused commitments and
administration fees, and increases acquisition reporting thresholds. The seventh
amendment to the senior secured credit facility is attached hereto as Exhibit
4.14 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit.
The following exhibit is filed as part of this report:
Exhibit
Number Description
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4.14 Seventh Amendment to the Credit Agreement dated May 18,
2006, and entered into by and among Itron, Inc., several
lenders from time to time parties hereto, Bear Stearns
Corporate Lending, Inc. and Wells Fargo Bank, National
Association and is made with reference to the Credit
Agreement dated December 17, 2003.
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The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
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.
ITRON, INC.
Dated: May 18, 2006 By: /s/ STEVEN M. HELMBRECHT
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit
Number Description
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4.14 Seventh Amendment to the Credit Agreement dated May 18, 2006,
and entered into by and among Itron, Inc., several lenders
from time to time parties hereto, Bear Stearns Corporate
Lending, Inc. and Wells Fargo Bank, National Association and
is made with reference to the Credit Agreement dated December
17, 2003.