Item 1.03 Bankruptcy or Receivership.
On
The Debtors anticipate continuing their operations in the ordinary course of business as debtors-in-possession while pursuing a sale of substantially all of their assets pursuant to a competitive bidding and auction process.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Bankruptcy Petitions constitutes an event of default that
accelerated the obligations of the Company under that certain Credit Agreement,
dated as of
The Credit Agreement provides that, as a result of the filing of the Bankruptcy Petitions, the principal, accrued interest due thereunder and other fees and expenses required to be paid pursuant to the terms thereof shall be immediately due and payable, and Banc of California's revolving credit commitment and other obligations shall immediately terminate. Any efforts to enforce such payment obligations under the Credit Agreement are automatically stayed as a result of the filing of the Bankruptcy Petitions, and Banc of California's rights of enforcement in respect of the Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
Item 8.01 Other Events.
On
Cautionary Statements Regarding Trading in
The Company's securityholders are cautioned that trading in the Company's securities during the pendency of the Company's chapter 11 cases will be highly speculative and will pose substantial risks. The chapter 11 cases may result in holders of the Company's securities receiving no value for their interests. Because of such a possibility, the trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's chapter 11 cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company intends for such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. The words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "could," "would,"
"project," "plan," "potentially," "preliminary," "likely," and similar
expressions are intended to identify forward-looking statements. All statements
contained in this Current Report other than statements of historical fact, are
forward-looking statements, including statements regarding the Company's plans
to sell substantially all of its assets pursuant to Chapter 11 of the
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process pursuant to the Chapter 11 proceedings and any additional strategies the
Company may employ to address its liquidity and capital resources; (ix) the
actions and decisions of creditors and other third parties that have an interest
in the Chapter 11 proceedings; (x) increased legal and other professional costs
necessary to execute the Company's restructuring; (xi) the Company's ability to
maintain relationships with suppliers, customers, employees and other third
parties and regulatory authorities as a result of the Chapter 11 proceedings;
(xii) the trading price and volatility of the Company's common stock and the
effects of the expected delisting from The NYSE American; (xiii) litigation and
other risks inherent in a bankruptcy process; (xiv) the impact of uncertainty
regarding the Company's ability to continue as a going concern on its liquidity
and prospects; and (xv) risks related to the Company's plans to effect the
disposition of its assets pursuant to Chapter 11 of the
These forward-looking statements are subject to a number of known and unknown
risks, uncertainties and assumptions, including those described under the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
Any forward-looking statements made herein speak only as of the date of this Current Report. Except as required by applicable law, the Company undertakes no obligation to update any of these forward-looking statements for any reason after the date of this Current Report or to conform these statements to actual results or revised expectations. Any forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships or investments the Company may make.
These forward-looking statements are based upon information available to the Company as of the date of this Current Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
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