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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

Date of report (Date of earliest event reported): April 13, 2005


CPI HOLDCO, INC.

(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  333-113867-04
    (Commission File
Number)
  75-3142681
    (IRS Employer
Identification No.)
     
811 Hansen Way
Palo Alto, California
 
94303-1110
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 846-2900

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):

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (7 CFR 240.13e-4(c))

 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 10.1


Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Credit Agreement of Communications & Power Industries, Inc.

On April 13, 2005, CPI Holdco, Inc. (the “Company”) and its wholly owned subsidiary, Communications & Power Industries, Inc. (“CPI”), entered into Amendment No. 2, dated as of April 13, 2005 (the “Amendment”), to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, as amended, among CPI, UBS AG, Stamford Branch, as administrative agent, the lenders from time to time party thereto, and the other parties thereto, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

The Amendment permits the Company to enter into agreements to hedge its interest rate exposure with respect to the Company’s $80 million Floating Rate Senior Notes due 2015 and provide cash collateral to the hedging counterparty to secure its obligations under any such hedging agreement. The agreement also permits, among other things, CPI to pay cash dividends to the Company to allow the Company satisfy its obligations under any such hedge agreement.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

         
    Exhibit No.   Description
  Exhibit 10.1   Form of Amendment No. 2, dated as of April 13, 2005, to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, as amended, among Communications & Power Industries, Inc., UBS AG, Stamford Branch, as administrative agent, the lenders from time to time party thereto, and the other parties thereto.

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SIGNATURE

     Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  CPI HOLDCO, INC.
(Registrant)
 
 
Date: April 19, 2005  By:   /s/ Joel A. Littman   
    Joel A. Littman     
    Chief Financial Officer, Treasurer and Secretary  

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INDEX TO EXHIBITS

     
Exhibit No.   Description
Exhibit 10.1
  Form of Amendment No. 2, dated as of April 13, 2005, to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, as amended, among Communications & Power Industries, Inc., UBS AG, Stamford Branch, as administrative agent, the lenders from time to time party thereto, and the other parties thereto.

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