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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 1, 2006
(Date of earliest event reported)
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51910 22-3720962
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
55 Madison Avenue, Suite 300, Morristown, New Jersey 07960
(Address of principal executive offices) (Zip Code)
973-290-0080
(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 (SEE General Instruction A.2. below):
|_| 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))
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 1, 2006, Christie/AIX, Inc. ("C/AIX"), an indirectly wholly-owned
subsidiary of Access Integrated Technologies, Inc. (the "Company"), entered into
a definitive credit agreement (the "Credit Agreement") with General Electric
Capital Corporation, as administrative agent and collateral agent for the
lenders party thereto (the "Administrative Agent"), and the lenders party
thereto. Pursuant to the Credit Agreement, at any time prior to August 1, 2008,
C/AIX may draw up to $217,000,000 in the form of a senior secured term loan (the
"Credit Facility"), in multiple borrowings. The proceeds of the Credit Facility
will be used (i) to fund up to 70% of the aggregate purchase price, including,
all costs, fees or other expenses associated with the purchase acquisition,
receipt, delivery, construction and installation, of the digital cinema systems
installed in theater locations for which C/AIX and theater owners have executed
master license agreements and (ii) to pay transaction fees and expenses related
to the Credit Facility, and for certain other specified purposes.
Each of the borrowings by C/AIX will bear interest, at the option of C/AIX and
subject to certain conditions, based on the bank prime loan rate or the
Eurodollar rate, plus a margin ranging from 2.75% to 4.50%, depending on, among
other things, the type of rate chosen, the amount of equity contributed into
C/AIX and the total debt of C/AIX. Generally, the higher the ratio of
contributed equity to debt, the lower the applicable margin.
Under the Credit Agreement, C/AIX must pay interest only through July 31, 2008.
Beginning August 31, 2008, in addition to the interest payments, C/AIX must
repay approximately 72% of the principal amount of the borrowings over a
five-year period and a balloon payment of the balance of the principal amount on
the maturity date. C/AIX must pay the principal amount of all borrowings,
together with all unpaid interest on such borrowings and any fees incurred by
C/AIX pursuant to the Credit Agreement, by August 1, 2013.
In addition, C/AIX may prepay loans under the Credit Agreement in whole or in
part, after July 31, 2007, subject to paying certain breakage costs, if
applicable. If prepayment is made before August 1, 2010, C/AIX will also incur
certain prepayment penalties.
The Credit Agreement also requires the Credit Facility to be guaranteed by each
of C/AIX's existing and future direct and indirect domestic subsidiaries (the
"Guarantors") and secured by a first priority perfected security interest on all
of the collective assets of C/AIX and the Guarantors, including real estate
owned or leased, and all capital stock or other equity interests in C/AIX and
its subsidiaries, subject to specified exceptions. In connection with the Credit
Agreement, Access Digital Media, Inc. ("ADM"), a wholly-owned subsidiary of the
Company, entered into a pledge agreement pursuant to which ADM pledged to the
Administrative Agent all of the outstanding shares of common stock of C/AIX.
The Credit Agreement contains customary representations, warranties, affirmative
covenants, negative covenants and events of default, as well as conditions to
borrowings.
The foregoing descriptions of the Credit Agreement and related agreements do not
purport to be complete and are qualified in their entirety by reference to such
agreements, which will be filed in accordance with SEC rules and regulations.
ITEM 8.01. OTHER EVENTS
On August 1, 2006, the Company issued the press release attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) EXHIBITS.
99.1 Access Integrated Technologies, Inc. press release, dated August
1, 2006.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated as of August 1, 2006
By: /s/ Gary S. Loffredo
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Name: Gary S. Loffredo
Title: Senior Vice President--Business Affairs,
General Counsel and Secretary
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EXHIBIT INDEX
99.1 Access Integrated Technologies, Inc. press release, dated August 1, 2006.
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