| Item 2.01 | Completion of Acquisition or Disposition of Assets | |
| Item 2.02 |
Results of Operations and Financial Condition | |
| Item 9.01 |
Financial Statements and Exhibits | |
| Signatures | ||
| Exhibits | ||
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The Company has made a series of advances under a loan to a start-up connector company, Applied Optical Systems, Inc. (the Borrower). On September 19, 2007, the Company made an advance to the Borrower which, when aggregated with the other advances made to the Borrower, increases the net amount owed to the Company by the Borrower to approximately 10% of the Companys total assets.
As of September 19, 2007, the Company had advanced a total of $3,438,379, net (including some accrued interest and accounts receivable from certain product sales) to the Borrower. The note receivable associated with the advances matures July 31, 2008, if not further amended. The note receivable is collateralized by all of the Borrowers tangible and intangible property and bears interest at six percent (6%) per annum. Two of the founders of the Borrower have also personally guaranteed amounts up to two-thirds of the principal balance outstanding on the note receivables plus two-thirds of any accrued interest related to the note receivables. In connection with the loan, the Company was issued a warrant by the Borrower which, as amended, gives the Company the right to purchase a fifty-six percent (56%) equity interest in the Borrower on a fully diluted, as converted basis, for a purchase price of $1,500,000. In addition, the Company was granted the right to purchase all other outstanding equity of the Borrower at various times from 2009 through 2012, at a fixed multiple of trailing earnings before interest and taxes (EBIT), conditioned upon the Companys exercise of the warrant or the Borrowers failure to repay the loans when due. The note receivable is callable by the Company at any time. The Companys rights under the warrant terminate if the warrant is not exercised prior to the expiration date.
The loan is part of a strategy designed to provide the Company with the ability to expand its product line offering in certain market niches in which the Company currently sells its fiber optic cable products and to preserve channels to market for the Companys existing product line offering in those market niches over the longer term.
The Borrower specializing in the design, manufacture and sale of connectors and cable assemblies for certain niche markets. The Borrower offers complementary products to the Companys product offering and is still in the development stage. As a development stage company, the Borrower currently has limited revenues and assets and is incurring net losses.
| Item 2.02. | Results of Operations and Financial Condition |
On September 14, 2007, the Company issued a press release announcing its 2007 third quarter financial results. The Company also held a conference call on September 20, 2007 to discuss its financial results for the third quarter ended July 31, 2007. The press release is attached hereto as Exhibit 99.1. The transcript of the conference call will be attached as Exhibit 99.2 by amendment to this current report on Form 8-K once the transcription is completed.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
The following are filed as Exhibits to this Report.
| Exhibit No. |
Description of Exhibit | |
| 99.1 |
Press release issued September 14, 2007 (FILED HEREWITH) |
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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.
| OPTICAL CABLE CORPORATION | ||
| By: | /s/ TRACY G. SMITH | |
| Name: | Tracy G. Smith | |
| Title: | Vice President and Chief Financial Officer | |
Dated: September 20, 2007
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OPTICAL CABLE CORPORATION
Current report on Form 8-K
| Exhibit No. |
Description of Exhibit | |
| 99.1 |
Press release issued September 14, 2007 (FILED HEREWITH) |