-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L7/fXqZLZ99nrXQpbB2N++66uTks1sXTp6rg7tptpuT05DszEupvgeh4lbB378ti yLhnHc1IYU5CtZIlG0SJcg== 0001104659-08-033923.txt : 20080516 0001104659-08-033923.hdr.sgml : 20080516 20080516112139 ACCESSION NUMBER: 0001104659-08-033923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080514 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTIS INC CENTRAL INDEX KEY: 0001178717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 133768322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-97721 FILM NUMBER: 08840808 BUSINESS ADDRESS: STREET 1: 250 WEST PRATT STREET 18TH FL CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4105289800 MAIL ADDRESS: STREET 1: 250 WEST PRATT ST 18TH FLOOR CITY: BALTIMORE STATE: MD ZIP: 21201 8-K 1 a08-14536_38k.htm 8-K

 

 

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): May 14, 2008

 

VERTIS, INC.

d/b/a Vertis Communications

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE

 

333-97721

 

13-3768322

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

250 WEST PRATT STREET

 

21201

BALTIMORE, MARYLAND

 

(Zip Code)

(Address of Principal Executive Offices)

 

 

 

(410) 528-9800

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

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

 

As previously announced and as part of the strategy of Vertis, Inc. (the “Company”) to preserve and enhance its near-term liquidity, on April 1, 2008, the Company elected to forego making a $17.1 million interest payment on its 9-3/4% Senior Secured Second Lien Notes (the “Second Lien Notes”).  Under the terms of the indenture governing the Second Lien Notes, the Company had a thirty-day grace period in which to make this interest payment before it would be an event of default.

 

Pursuant to a forbearance agreement (the “Forbearance Agreement”) dated April 30, 2008, the holders of an aggregate of 77% of the outstanding principal amount of the Second Lien Notes agreed to forbear from exercising their rights and remedies under the indenture governing the Second Lien Notes and from directing the trustee under the indenture from exercising any such rights and remedies on the holders’ behalf until the occurrence of certain events (the “Forbearance Termination Events”).

 

On May 14, 2008, the holders of an aggregate of 80% of the outstanding principal amount of the Second Lien Notes agreed to an amendment to the Forbearance Agreement (the “First Amendment”).  Under the Forbearance Agreement as amended by the First Amendment, the holders of an aggregate of 80% of the outstanding principal amount of the Second Lien Notes agreed to forbear from exercising their rights and remedies under the indenture governing the Second Lien Notes and from directing the trustee under the indenture from exercising any such rights and remedies on the holders’ behalf until the occurrence of the following events: (i) the failure of a specified percentage of certain note holders having executed a restructuring and lock-up agreement (the “Restructuring Agreement”) on or before May 20, 2008, (ii) the termination of the Restructuring Agreement in accordance with its terms, (iii) the occurrence of certain events under the forbearance agreement dated April 3, 2008 between the Company and the lenders under the Company’s four-year revolving credit agreement, as may be amended, (iv) the occurrence of certain events under the forbearance agreement dated as of April 2, 2008 by and among Vertis Receivables II, LLC, Webcraft, LLC, Webcraft Chemicals, LLC, Enteron Group, LLC, Vertis Mailing, LLC, the Company and General Electric Capital Corporation, as may be amended and (v) the occurrence of certain other events described in the Forbearance Agreement as amended by the First Amendment (the “Forbearance Period”).  All other terms of the Forbearance Agreement remain unchanged by the First Amendment.

 

 

 

 

 

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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.

 

 

 

VERTIS, INC.

 

 

 

By:

/s/ BARRY C. KOHN

 

 

Name:

Barry C. Kohn

 

 

Title:

Chief Financial Officer

 

Date:   May 16, 2008

 

 

 

 

 

 

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