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: May 17, 2005
(Date of earliest event reported)
RIVIERA TOOL COMPANY
______________________________________________________
(Exact name of registrant as specified in its charter)
Michigan 001-12673 38-2828870
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Number) Identification
5460 Executive Parkway S.E., Grand Rapids, Michigan 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-2100
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE CONTRACT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Company has entered into a Securities Purchase Agreement (the "SPA") by and
between the Company and Laurus Master Fund, Ltd. ("Laurus") and a Security
Agreement (the "Loan Agreement" and, together with the SPA, the "Agreements") by
and between the Company and Laurus, each dated May 17, 2005. Pursuant to the
Agreements, Laurus has agreed to provide the Company with a term loan (the "Term
Loan") in the aggregate principal amount of $3.2 million and a revolving credit
facility (the "Revolving Facility") with a maximum availability of $10.0
million. Each of the Term Loan and any loans under the Revolving Facility shall
be convertible by Laurus in shares of the Company's common stock at an initial
rate of $1.66 per share. The Term Loan shall accrue interest at the prime rate
(as published in The Wall Street Journal from time to time) plus 4% and loans
under the Revolving Facility shall accrue interest at the prime rate (as
published in The Wall Street Journal from time to time) plus 1.25%; provided,
however, that in each instance such interest rates shall not be less than 6.50%.
Concurrent with the consummation of the transactions contemplated by the
Agreements, the Company has requested, and Laurus has agreed to lend, an initial
draw under the Revolving Facility of $6,031,000 (which amount includes an
overadvance of $2.3 million). In addition, the Company has agreed to issue to
Laurus an option to purchase 650,000 shares of its Common Stock at an exercise
price of $.01 per share (the "Option").
Laurus has agreed that it shall not convert either the Term Loan or any loans
under the Revolving Facility into shares of the Company's Common Stock in
amounts that would cause Laurus' aggregate beneficial ownership of the Company's
Common Stock to exceed 4.99% at any given time (or 19.99% in the event such
limitation is suspended upon the occurrence of an "event of default" under any
of the Agreements or any other transaction agreements). The Company and Laurus
have agreed to customary terms and conditions including, but not limited to the
registration, within 120 days from the date of the Agreements, of shares of the
Company's Common Stock issuable (i) upon exercise of the Option, (ii) upon
conversion of the Term Loan, and (iii) upon conversion of up to $4.0 million
under the Revolving Facility.
The Company shall use the proceeds from the Term Loan and the Revolving Facility
to extinguish, in full, its indebtedness owed to Comerica Bank, its senior
secured lender, and The HillStreet Fund II, L.P., its subordinated secured
lender, as well as for general
working capital purposes. In connection with the
transactions described herein, Laurus received fees and was reimbursed by the
Company for its expenses in the aggregate amount of $510,200.
The descriptions contained herein are qualified in their entirety by reference
to the Agreements and other related transaction agreements filed herewith as
exhibits.
EXHIBIT NO. DESCRIPTION
10.1 Security Agreement between Laurus Master Fund, Ltd. and
Riviera Tool Company dated May 17, 2005.
10.2 Registration Rights Agreement between Laurus Master Fund,
Ltd. and Riviera Tool Company dated May 17, 2005.
10.3 Master Security Agreement between Laurus Master Fund, Ltd.
and Riviera Tool Company dated May 17, 2005.
10.4 Securities Purchase Agreement between Laurus Master Fund,
Ltd. and Riviera Tool Company dated May 17, 2005.
10.5 Secured Convertible Minimum Borrowing Note dated
May 17, 2005.
10.6 Option Agreement dated May 17, 2005.
10.7 Secured Revolving Note dated May 17, 2005.
10.8 Secured Convertible Term Note dated May 17, 2005.
99.1 Riviera Tool Company press release dated May 18, 2005.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 19, 2005
Riviera Tool Company
/s/ Kenneth K. Rieth
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Kenneth K. Rieth
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter C. Canepa
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Peter C. Canepa
Chief Financial Officer, Treasurer
and Secretary (Principal Financial
and Accounting Officer)