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): May 2, 2008
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
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76-0566682
(I.R.S.
Employer
Identification
No.)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(Registrant’s
telephone number, including area code)
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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
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
.
On May 2, 2008, ICO, Inc. (the
“Company”) entered into Amendment No. 4 to Credit Agreement (“Amendment No. 4”)
with KeyBank, National Association and Wells Fargo Bank, National Association
(“Lenders”) amending our Credit Agreement with the Lenders dated as of October
27, 2006, as previously amended by Amendment No. 1 and Waiver to Credit
Agreement, dated April 25, 2007; Amendment No. 2 to Credit Agreement, dated June
25, 2007; and Amendment No. 3 and Waiver to Credit Agreement, dated October 1,
2007 (the “Credit Agreement”).
Prior to Amendment No. 4, the Credit
Agreement provided a five-year $45,000,000 credit facility (“Credit Facility”),
consisting of a five-year $30,000,000 revolving credit facility (“Revolver”) and
a five-year $15,000,000 term loan. As a result of Amendment No. 4,
the Revolver portion of the Credit Facility is increased by $5,000,000 to
$35,000,000. Amendment No. 4 also amends the Credit Agreement by,
among other things, extending the term of the Credit Agreement by one year to
October 27, 2012, modifying the definition of “material foreign indebtedness”
from $5,000,000 to $7,500,000 and increasing the “swing line facility” from
$1,500,000 to $2,500,000 (all as more fully described in Exhibit 10.1
hereto).
The foregoing description of Amendment
No. 4 is qualified entirely by reference to the full text of Amendment No. 4, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
The aforementioned Amendment No. 1 and
Waiver to Credit Agreement, dated April 25, 2007, was filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed on April 26, 2007.
The
aforementioned Amendment No. 2 to Credit Agreement, dated June 25, 2007, was
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June
29, 2007.
The aforementioned Amendment No. 3 and
Waiver to Credit Agreement, dated October 1, 2007 (“Amendment No. 3”), which the
Company does not believe to be material, amended the Credit Agreement to allow
certain indebtedness in the form of a guarantee by the Company to a supplier,
and is also filed herewith and described herein for the sake of
completeness. The foregoing description of Amendment No. 3 is
qualified entirely by reference to the text of Amendment No. 3, a copy of which
is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by
reference herein.
ITEM 9.01
Financial Statements and
Exhibits
(d) Exhibits
10.1 Amendment
No. 4 to Credit Agreement, dated May 2, 2008, by and among ICO, Inc.,
Bayshore Industrial L.P. and ICO Polymers North America, Inc. (as
“Borrowers”); KeyBank National Association, Wells Fargo Bank, National
Association and the Other Lending Institutions Named Herein (as “Lenders”); and
KeyBank National Association (as “an LC Issuer, Lead Arranger, Bookrunner and
Administrative Agent”); and Wells Fargo Bank, National Association (as “Swing
Line Lender”).
10.2 Amendment
No. 3 and Waiver to Credit Agreement, dated October 1, 2007, by and among
ICO, Inc., Bayshore Industrial L.P. and ICO Polymers North America, Inc. (as
“Borrowers”); KeyBank National Association, Wells Fargo Bank, National
Association and the Other Lending Institutions Named Herein (as “Lenders”); and
KeyBank National Association (as “an LC Issuer, Lead Arranger, Bookrunner and
Administrative Agent”); and Wells Fargo Bank, National Association (as “Swing
Line Lender”).
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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ICO,
INC.
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Date: May
8, 2008
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By:
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/s/
Bradley T. Leuschner
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Name:
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Bradley
T. Leuschner
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Title:
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Chief
Financial Officer and Treasurer
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