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 (Date of earliest event reported): April 25, 2005
AUTOCAM CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 333-119215 38-2790152
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4436 BROADMOOR AVENUE SOUTHEAST, KENTWOOD, MICHIGAN, 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-0707
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))
SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 25, 2005, Autocam Corporation ("Autocam") and its wholly owned
subsidiary Autocam France, SARL entered into an amendment to the Guaranty and
Credit Agreement, dated as of June 21, 2004 (the "Amendment") with Goldman Sachs
Credit Partners L.P. and Citigroup Global Markets Inc. as Joint Lead Arrangers,
Goldman Sachs Credit Partners L.P., as Syndication Agent, Citicorp North
America, Inc., as General Administrative Agent and Collateral Agent, Citibank
International PLC, as European Administrative Agent, and Bank One, NA, ING
Capital, LLC and National City Bank as Documentation Agents. Pursuant to the
Amendment, among other things, the financial covenants related to Interest
Coverage and Leverage Ratios (each as defined in the Amendment), were amended to
make them less restrictive, a new Senior Leverage Ratio (as defined in the
Amendment) was established, the principal amortization on the euro term note
provided under the Guaranty and Credit Agreement was restructured and the
interest rate margins applicable to the loans were increased.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1: First Amendment to Guaranty and Credit Agreement, dated March 31,
2005 among Autocam Corporation, Autocam France, SARL, as Borrowers, Titan
Holdings, Inc., and certain subsidiaries of Autocam Corporation, as Guarantors,
various lenders, Goldman Sachs Credit Partners L.P. and Citigroup Global Markets
Inc. as Joint Lead Arrangers, Goldman Sachs Credit Partners L.P., as Syndication
Agent, Citicorp North America, Inc., as General Administrative Agent and
Collateral Agent, Citibank International PLC, as European Administrative Agent,
and Bank One, NA, ING Capital, LLC and National City Bank as Documentation
Agents (filed as Exhibit 10.2.1 to Autocam's Registration Statement on Form S-1
filed on April 25, 2005 and incorporated herein by reference)
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.
Autocam Corporation
By: /s/ Warren A. Veltman
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Name: Warren A. Veltman
Title: Chief Financial Officer
Dated: April 25, 2005
EXHIBIT INDEX
EXHIBIT NO.
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Exhibit 10.1 First Amendment to Guaranty and Credit Agreement, dated March 31,
2005 among Autocam Corporation, Autocam France, SARL, as
Borrowers, Titan Holdings, Inc., and certain subsidiaries of
Autocam Corporation, as Guarantors, various lenders, Goldman
Sachs Credit Partners L.P. and Citigroup Global Markets Inc. as
Joint Lead Arrangers, Goldman Sachs Credit Partners L.P., as
Syndication Agent, Citicorp North America, Inc., as General
Administrative Agent and Collateral Agent, Citibank International
PLC, as European Administrative Agent, and Bank One, NA, ING
Capital, LLC and National City Bank as Documentation Agents
(filed as Exhibit 10.2.1 to Autocam's Registration Statement on
Form S-1 filed on April 25, 2005 and incorporated herein by
reference)