Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
GIG > SEC Filings for GIG > Form 8-K on 27-Aug-2012All Recent SEC Filings

Show all filings for GIGOPTIX, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GIGOPTIX, INC.


27-Aug-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat


Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 1.01.



Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

As disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 13, 2011, GigOptix, Inc. (the "Company") and its wholly-owned subsidiaries, ChipX, Incorporated and Endwave Corporation (collectively, the "Borrowers") entered into an Amended and Restated Loan and Security Agreement on December 9, 2011 (the "Loan Agreement"), with Silicon Valley Bank ("SVB").

As disclosed by the Company in its Form 10-Q for the quarter ended July 1, 2012, as filed with the SEC on August 15, 2012, as of July 1, 2012, the Company was in violation of one of the covenants of the Loan Agreement which requires that on the last day of every month, the ratio of the Company's cash, cash equivalents and accounts receivable (together, "Quick Assets") to the Company's current liabilities which mature within the following year (including obligations to SVB) ("Current Liabilities") be 1.50 to 1.00. The violation was cured by the July 3, 2012 repayment of the $6.0 million borrowed from SVB, and as a result, the consequence of the Company's violation of the covenant was not material to the Company.

On August 23, 2012, the Borrowers and SVB entered into a Default Waiver and First Amendment to the Loan Agreement (the "First Amendment") in order to allow the Company to continue to borrow under its Loan Agreement without further violations of that covenant and to waive the default resulting from the violation that occurred on July 1, 2012, as described above. Under the First Amendment, SVB agrees to waive the July 1, 2012, default by the Company for violation of the covenant only for the measurement period ended June 30, 2012; the Company was in compliance with the covenant for the measurement period ended July 29, 2012. The First Amendment also amends the Loan Agreement in the following material ways (capitalized terms used but not defined herein shall have the meanings ascribed thereto in the First Amendment or the Loan Agreement, as applicable):

(i) For measuring periods from July 1, 2012, to December 31, 2012, the covenant for the Adjusted Quick Ratio (defined as the ratio of Quick Assets to Current Liabilities, but excluding up to $1,200,000 of non-cash accrued liabilities) is lowered to 1.35 to 1.00 (from the previous 1.50 to 1.00 prior to the amendment with no exclusion for non-cash accrued liabilities). For measuring periods after January 1, 2013, the Adjusted Quick Ratio is 1.50 to 1.00;

(ii) Exhibit D (Compliance Certificate) to the Loan Agreement is amended and restated to reflect the foregoing amendments; and

(iii) The covenant related to allowing SVB access to the Company's Collateral and Books and Records is amended to provide that so long as the Borrower makes Advances no more frequently than once per calendar quarter, and provided that no Event of Default has occurred and is continuing, SVB will not inspect the Collateral or audit and copy the Borrower's Books.

The First Amendment includes customary representations and warranties for agreements of this type, and a release by the Borrower of claims against SVB (the "Released Claims" as such term is defined in the First Amendment).

Other than as described above, the material terms of the Loan Agreement as previously disclosed by the Company have not been amended and remain in full force and effect. The description of the First Amendment is qualified in its entirety by reference to the full text of the agreement, which is attached to this report as Exhibit 99.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1    Default Waiver and First Amendment dated August 23, 2012 to Amended
                and Restated Loan and Security Agreement, dated December 9, 2011,
                by and between Silicon Valley Bank and GigOptix, Inc., ChipX,
                Incorporated, and Endwave Corporation.


  Add GIG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for GIG - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.