Item 1.01. Entry into a Material Definitive Agreement; Item 1.02. Termination of 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; Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." -->
Item 1.01. Entry into a Material Definitive Agreement; Item 1.02. Termination of 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; Item 2.04. Triggering Events That Accelerate or
Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 23, 2007, the Company entered into a Loan and Security Agreement with Silicon
Valley Bank, a California corporation (the Bank), which provides for a $15 million, senior
secured revolving credit facility for the Company through February 22, 2009. Amounts borrowed under
the Loan and Security Agreement bear interest at a rate per annum equal to either (i) 0.25 percent
less than the Banks most recently announced prime rate or (ii) the London Interbank Offered Rate
(LIBOR) plus 2.50 percent, as selected by the Company. Interest on each advance under the revolving
credit facility will be paid in arrears on the applicable interest payment date, as determined in
accordance with the Loan and Security Agreement. In connection with the execution of the Loan and
Security Agreement, the Company paid the Bank a $15,000 commitment fee and has agreed to pay the
Bank certain fees, costs and expenses incurred by the Bank in connection with the agreement. All
advances made under the Loan and Security Agreement are guaranteed by any present or future
domestic subsidiary of the Company (collectively, the Guarantors), including Visual Sciences,
LLC, a Delaware limited liability company (Visual Sciences), and WebSideStory Search and Content
Solutions, Inc., a California corporation (WSCS, and together with Visual Sciences, the Secured
Guarantors), and are secured by a first priority security interest in substantially all present
and future personal property of the Company and the Secured Guarantors, other than intellectual
property rights of the Company and its subsidiaries (which the Company has agreed to maintain free
of liens) and the capital stock of any direct or indirect foreign subsidiary. Advances under the
revolving credit facility will be used by the Company for working capital, to repay the outstanding
principal and accrued interest under the Companys $20 million aggregate principal amount of senior
notes (the Senior Notes) issued to former members and option holders of Visual Sciences in
connection with the Companys merger with Visual Sciences on February 1, 2006, and to fund the
Companys general business requirements.
Under the Loan and Security Agreement, the Company is subject to certain limitations,
including limitations on its ability to incur additional debt, sell assets, make certain
investments or acquisitions, grant liens, pay dividends and enter into certain merger and
consolidation transactions, among other restrictions. The Company is also subject to financial
covenants with respect to a minimum consolidated adjusted quick ratio and a minimum level of
earnings before stock-based compensation, taxes, depreciation and amortization.
Subject to the terms and conditions of the Loan and Security Agreement, including, as
applicable, certain customary cure periods and notice requirements, each of the following, among
other events, constitutes an event of default under the Loan and Security Agreement: (a) the
Company fails to pay interest or principal when due; (b) the Company fails to comply with its
covenants in the Loan and Security Agreement; (c) the Company experiences a material adverse
change; and (d) certain bankruptcy events. Upon the occurrence of an event of default under the
Loan and Security Agreement, the principal and accrued interest under the revolving credit facility
then outstanding may be declared due and payable.
On February 23, 2007, the Company borrowed $5 million under the revolving credit facility and
repaid approximately $15 million of the Companys outstanding Senior Notes. The Senior Notes
repaid by the Company on February 23, 2007 included those held by the Companys current chief
executive officer, president and member of the Companys board of directors and the chief
technology officer of Visual Sciences, among others. As a result of the Company borrowing $5
million under the revolving credit facility, the Companys obligations under the remaining
approximately $5 million of outstanding Senior Notes have become due and payable. The Company has
agreed under the terms of the Loan and Security Agreement to repay all outstanding Senior Notes no
later than March 9, 2007.
A description of the Senior Notes and the Companys merger with Visual Sciences is set forth
in the Companys Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on February 7, 2006, and is incorporated herein by reference. The foregoing summary is
qualified in its entirety by the terms of the Loan and Security Agreement, which is filed as
Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
10.1
|
Loan and Security Agreement dated as of February 23, 2007 between WebSideStory, Inc. and Silicon Valley Bank | |
10.2
|
Form of Security Agreement dated as of February 23, 2007 between each of the Secured Guarantors and Silicon Valley Bank | |
10.3
|
Form of Unconditional Guaranty of each of the Guarantors dated as of February 23, 2007 in favor of Silicon Valley Bank |
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.
| WEBSIDESTORY, INC. |
||||
| Date: February 27, 2007 | By: | /s/ Andrew S. Greenhalgh | ||
| Andrew S. Greenhalgh | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
10.1
|
Loan and Security Agreement dated as of February 23, 2007 between WebSideStory, Inc. and Silicon Valley Bank | |
10.2
|
Form of Security Agreement dated as of February 23, 2007 between each of the Secured Guarantors and Silicon Valley Bank | |
10.3
|
Form of Unconditional Guaranty of each of the Guarantors dated as of February 23, 2007 in favor of Silicon Valley Bank |


