UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 19, 2005
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2818 N. Sullivan Road, Spokane, WA 99216
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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(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:
[ ] Written communications pursuant to Rule 425 under 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 19, 2005, Itron, Inc. ("we," "our" or "the Company") completed an
amendment to its senior secured credit facility dated December 17, 2003. The
amendment increases the annual capital expenditure threshold for 2005 and
provides for the ability to finance up to $20 million, including associated
liens, for the purchase of a building in Liberty Lake, Washington. The purchase
of the Liberty Lake building is expected to close by December 31, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit.
The following exhibit is filed as part of this report:
Exhibit
Number Description
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4.11 Sixth Amendment to the Credit Agreement dated December 19,
2005, and entered into by and among Itron, Inc., several
lenders from time to time parties hereto, Bear Stearns
Corporate Lending, Inc. and Wells Fargo Bank, National
Association and is made with reference to the Credit
Agreement dated December 17, 2003.
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The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
SIGNATURE
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.
ITRON, INC.
Dated: December 21, 2005 By: /s/ Steven M. Helmbrecht
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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4.11 Sixth Amendment to the Credit Agreement dated December 19,
2005, and entered into by and among Itron, Inc., several
lenders from time to time parties hereto, Bear Stearns
Corporate Lending, Inc. and Wells Fargo Bank, National
Association and is made with reference to the Credit
Agreement dated December 17, 2003.