UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31, 2008
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
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| 1-7923
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38-1242806 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 500 Kirts Boulevard, Troy, Michigan
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48084-4142 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 362-4400
(Registrant’s Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 1. Registrant’s Business and Operations
Item 1.02 Termination of a Material Definitive Agreement
Payoff and Termination of Credit and Guaranty Agreement dated April 30, 2007
On October 31, 2008, Handleman Company (“Handleman”) paid off and terminated
the Credit and Guaranty Agreement dated April 30, 2007 among Handleman Company
and certain of it subsidiaries as Guarantors, Handleman Entertainment Resources
L.L.C. and certain other domestic subsidiaries of Handleman Company as
Borrowers, various lenders, Silver Point Finance, LLC, as Administrative Agent,
Collateral Agent and Co-Lead Arranger. Handleman remitted to Silver Point fees
related to the payoff and termination of $987,616.61.
Handleman believes that cash provided from operations and the sale of assets
will provide sufficient liquidity to fund the Company’s, which include any
remaining businesses, day-to-day operations provided that the Company is able
to sell its remaining assets within a reasonable period of time. If the
Company is unable to sell its assets in a reasonable period of time, or if the
Company receives substantially less than anticipated, the Company’s liquidity
would be dependent upon securing alternative funding. If these actions are
unsuccessful, then the Company’s ability to continue as a going concern would
be in doubt.
Forward-Looking and Cautionary Statements
This Form 8-K contains forward-looking statements, which are not historical
facts. These statements involve risks and uncertainties and are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Actual results, events and performance could differ materially from
those contemplated by these forward-looking statements because of factors
affecting any of a number of critical objectives, including, without
limitation, maintaining sufficient liquidity to fund our day-to-day operations,
retaining key personnel, satisfactory resolution of any outstanding claims or
claims which may arise, selling certain of the Company’s assets in a timely
manner and for amounts reasonably consistent with the Company’s valuation of
those assets, operating in this turbulent financial market, and other factors
detailed from time to time in the Company’s filings with the Securities and
Exchange Commission. Handleman Company notes that the preceding conditions are
not a complete list of risks and uncertainties. The Company undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 8-K.