- Current report filing (8-K)
07 November 2008 - 8:31AM
Edgar (US Regulatory)
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):
November 1, 2008
Cherokee
International Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-50593
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95-4745032
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2841 Dow Avenue, Tustin, California
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92780
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrants telephone number, including area code:
(714) 544-6665
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 (
see
General Instruction A.2. below):
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 2.04 Triggering Events That Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement
On November 1, 2008, the $46.6 million aggregate principal amount
outstanding under the 5.25% Senior Notes of Cherokee International Corporation
(the Company) became due and payable.
As previously disclosed, the Company did not have sufficient cash
available to repay this indebtedness.
The Company made the interest payment due on November 1 but was
unable to pay the principal amount outstanding at maturity and a payment
default occurred. As a result of the
payment default, in addition to the aggregate principal amount outstanding
under the Senior Notes, the Company is required to pay interest on overdue
principal at the default rate of 6.25% per annum. It is anticipated that the
previously announced merger (the Merger) pursuant to the Agreement and Plan
of Merger, dated as of September 24, 2008, by and among Lineage Power
Holdings, Inc., a Delaware corporation (Lineage), Birdie Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of Lineage (Merger Sub),
and the Company, as the agreement may be amended from time to time, will close on
or about November 21, 2008, after stockholders vote on the Merger at the
Special Meeting of Stockholders to be held on November 18, 2008. As a result of the Merger, pursuant to which
Merger Sub will be merged with and into the Company, with the Company surviving
as a wholly owned subsidiary of Lineage, the Senior Notes will remain an
obligation of the Company. The Company
anticipates that the outstanding amounts due and payable under the Senior
Notes, together with default interest on overdue principal, will be paid in full
at or after the closing of the Merger.
If the Merger fails to be consummated, the Company may be forced to
refinance on terms that are materially less favorable, seek funds through other
means such as a sale of the Companys assets, or otherwise significantly alter
the operating plan of the Company, any of which could have a material adverse
effect on the Companys business, financial condition and results of operations
and the ability of the Company to continue as a going concern.
Forward-Looking and Cautionary Statements
This report contains forward-looking statements that involve a number
of risks and uncertainties and are made pursuant to the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements in this report include, without
limitation, expectations with respect to the closing of the proposed
Merger. Important factors that may cause
actual results and outcomes to differ materially from those contained in such
forward-looking statements include, without limitation, the parties ability to
consummate the transaction as expected; the possibility that one or more of the
conditions to the consummation of the transaction may not be satisfied; the
possibility that regulatory and/or shareholder approvals required for the
transaction may not be obtained in a timely manner, if at all; the parties
ability to meet expectations regarding the timing, completion, and other
matters relating to the transaction; any event that could give rise to the
termination of the Merger Agreement; and additional factors identified in the
Companys filings with the Securities and Exchange Commission. The Company undertakes no obligation to update
any forward-looking statements, even though the Companys situation may change
in the future.
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SIGNATURES
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.
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Cherokee International
Corporation
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By:
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/s/ Linster W. Fox
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Linster (Lin) W. Fox
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Chief Financial Officer
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Dated: November 6,
2008
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