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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
DATE OF REPORT (Date of earliest event reported): December 28, 2005
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InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
781 Third Avenue, King of Prussia, PA 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
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 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))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 28, 2005, InterDigital Communications Corporation together with
certain of its domestic subsidiaries acting as guarantors (collectively, the
Company), entered into a two-year $60 million unsecured revolving credit
facility (the Credit Agreement). The Credit Agreement was entered into among the
Company, Bank of America, N.A., as Administrative Agent, and Citizens Bank of
Pennsylvania. At the Company's option, borrowings under the Credit Agreement
will bear interest at LIBOR plus 75-90 basis points depending on the level of
borrowing under the credit facility, or at the prime rate or if higher, 50 basis
points above the federal funds rate. The Credit Agreement further contains
certain customary restrictive financial and operating covenants which, among
other things, require the Company to (i) maintain certain minimum cash and
short-term investment levels, (ii) maintain minimum financial performance
requirements as measured by the Company's income or loss before taxes with
certain adjustments, and (iii) limit or prohibit the incurrence of certain
indebtedness and liens, judgments above a threshold amount for which a reserve
is not maintained, and certain other activities outside of the ordinary course
of business. Borrowings under the Credit Agreement can be used for general
corporate purposes including capital expenditures, working capital, letters of
credit, certain permitted acquisitions and investments, cash dividends and stock
repurchases. As of December 28, 2005, the Company did not have any amounts
outstanding under the Credit Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 28, 2005, the Company entered into the Credit Agreement, the
material terms and conditions of which are described in Item 1.01 above and are
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ R.J. Fagan
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Richard J. Fagan
Chief Financial Officer
Dated: December 29, 2005