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Mecklermedia Corp – ‘8-K’ for 10/5/05

On:  Wednesday, 10/12/05, at 3:29pm ET   ·   For:  10/5/05   ·   Accession #:  1193125-5-200251   ·   File #:  0-26393

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/12/05  Mecklermedia Corp                 8-K:1,2,9  10/05/05    2:39K                                    RR Donnelley/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     19K 
 2: EX-10.1     First Amendment, Waiver and Consent, Dated as of    HTML     24K 
                          October 5, 2005                                        


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form 8-K  

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): October 5, 2005

 


 

JUPITERMEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-26393   06-1542480

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

23 Old Kings Highway South, Darien, CT 06820

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 662-2800

 

Not Applicable

(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):

 

¨ 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.

 

Credit Agreement

 

On October 5, 2005, the Registrant entered into a First Amendment, Waiver and Consent, dated as of October 5, 2005 (the “Amendment”), to the Amended and Restated Credit Agreement dated as of July 18, 2005 (the “Amended and Restated Credit Agreement”) among the Registrant, the Lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). The Amendment provides for an increase in the amount available for borrowing under the revolving credit facility from $10 million to $30 million. The Amendment also provides for a waiver and consent by the Administrative Agent relating to control of deposit accounts of certain subsidiaries of the Registrant. Proceeds from the Amended and Restated Credit Agreement will be used to finance future acquisitions, for working capital needs and for general corporate purposes.

 

The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation

 

On October 6, 2005, the Registrant borrowed an aggregate of $17,776,000 (the “Loan”) under the Amended and Restated Credit Agreement (as defined in Item 1.01 of this Current Report), as amended by that certain Amendment. The Loan was borrowed under the revolving credit facility. The Amended and Restated Credit Agreement has previously been filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 20, 2005 and is incorporated herein by reference. The terms of the Amendment to the Amended and Restated Credit Agreement are more fully described in Item 1.01 of this Current Report. The Loan currently bears interest at JPMorgan Chase Bank, N.A.’s prime rate and matures on July 18, 2008. Interest on the Loan is due quarterly.

 

Item 9.01. Financial Statements and Exhibits

 

(a) None.

 

(b) None.

 

(c) Exhibits:

 

10.1 First Amendment, Waiver and Consent, dated as of October 5, 2005 by and among Jupitermedia Corporation and JPMorgan Chase Bank, N.A., as administrative agent and 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.

 

JUPITERMEDIA CORPORATION
By:  

/s/ Christopher S. Cardell


Name:   Christopher S. Cardell
Title:   President

 

Date: October 12, 2005


EXHIBIT INDEX

 

Exhibit:

 

10.1   First Amendment, Waiver and Consent, dated as of October 5, 2005 by and among Jupitermedia Corporation and JPMorgan Chase Bank, N.A., as administrative agent and lender.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
7/18/08
Filed on:10/12/05
10/6/05
For Period End:10/5/054,  S-3/A
7/20/058-K
7/18/058-K,  8-K/A
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Filing Submission 0001193125-05-200251   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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