8-K 1 t302235.txt DATED 12/29/05 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): December 29, 2005 Del Laboratories, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-5439 13-1953103 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 726 Reckson Plaza, P.O. Box 9357, Uniondale, New York 11553-9357 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 844-2020 -------------------------------------------------------------------------------- (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 Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT On December 29, 2005, Del Laboratories, Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement") among DLI Holding II Corp., the Company, as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for aggregate maximum borrowings of $85.0 million (subject to a borrowing base limitation based on certain eligible accounts receivable and eligible inventory) and will mature in five years. The Credit Agreement is guaranteed on a senior secured basis by certain of the Company's domestic subsidiaries. The Credit Agreement and related guarantees are secured by liens on specified assets. The Credit Agreement contains various restrictive covenants. The foregoing summary is qualified in its entirety by the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT In connection with the agreements described above, the Company's existing Credit Agreement, dated as of October 28, 2005, (the "Existing Credit Agreement"), among DLI Holding II Corp., the Company as borrower, and JPMorgan Chase Bank N.A., as administrative agent, was terminated as of December 29, 2005. The Existing Credit Agreement provided for aggregate maximum borrowings of $75.0 million (subject to a borrowing base limitation based on certain eligible accounts receivable and eligible inventory) and was scheduled to mature in two years. The Existing Credit Agreement was guaranteed on a senior secured basis by certain of the Company's domestic subsidiaries and by liens on specified assets. Upon termination of the Existing Credit Agreement, all such guarantee obligations and liens were released. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 10.1 Credit Agreement, dated as of December 29, 2005, among DLI Holding II Corp., Del Laboratories, Inc., as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent 10.2 Guarantee and Collateral Agreement dated as of December 29, 2005, made by DLI Holding II Corp., Del Laboratories, Inc. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent 10.3 Intellectual Property Security Agreement, dated as of December 29, 2005, made by Del Laboratories, Inc. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent 10.4 Second Lien Deed of Trust, Assignment of Leases and Rents Security Agreement, Financing Statement and Fixture Filing, dated December 29, 2005, from Del Laboratories, Inc. to Biberstein and Nunalee, LLP, as trustee for the benefit of JPMorgan Chase Bank, N.A. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEL LABORATORIES, INC. BY: /S/ JOSEPH SINICROPI ------------------------ Joseph Sinicropi Executive Vice President and Chief Financial Officer Date: January 4, 2006

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 17, 2005

DEL LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-5439	13-1953103
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
178 EAB Plaza Uniondale, NY		11556
(Address of principal executive offices)		(Zip Code)
(516) 844-2020
(Registrant’s telephone number)

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))

Item 8.01 Other Events

On October 17, 2005, Del Laboratories, Inc. issued a press release announcing a proposed offering of senior secured floating rate notes due 2011 in a private placement. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

99.1 Press release, dated October 17, 2005, issued by Del Laboratories, Inc.

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.

DEL LABORATORIES, INC. By: /s/ Joseph Sinicropi Name: Joseph Sinicropi Title: Executive Vice President and Chief Financial Officer

Date: October 17, 2005

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
99.1		Press release, dated October 17, 2005, issued by Del Laboratories, Inc.

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