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): December 15, 2008
CONCORD CAMERA CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 0-17038 13-3152196
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation Identification No.)
4000 Hollywood Boulevard, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 331-4200
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 1.02. Termination of a Material Definitive Agreement.
On December 16, 2008, Concord Keystone Sales Corp. ("Keystone"), the Company's
United States wholly-owned subsidiary, received a notice from The CIT
Group/Commercial Services, Inc. ("CIT") that CIT had terminated the Financing
Agreement, dated October 16, 2007 between Keystone and CIT (the "CIT Facility"),
effective as of December 16, 2008, and that all obligations under the CIT
Facility are now due and payable. The CIT Facility is a $15 million secured
revolving line of credit that includes a letter of credit sub-line of $10
million and is secured by a first priority lien on, among other things,
Keystone's accounts receivable and inventory.
As previously reported, on November 3, 2008, CIT notified Keystone that an event
of default existed under the CIT Facility as a result of the Company's press
release on October 30, 2008 that the Company has elected to wind down operations
and liquidate assets.
As a result of CIT's termination of the CIT Facility, on December 18, 2008, the
Company repaid the CIT Facility in full and placed $100,000 in a reserve account
to cover any returned or dishonored items for which repayment is demanded from
CIT during the 60-day period following the date of the December 16, 2008 notice.
On December 15, 2008, Concord Camera HK Ltd. ("CCHK"), the Company's Hong Kong
wholly-owned subsidiary, and The Hongkong and Shanghai Banking Corporation
Limited ("HSBC") entered into an agreement cancelling the import facility which
provided $4.7 million in borrowing capacity to the Company. The HSBC import
facility was cancelled at the request of CCHK due to the approval by the Board
of Directors of the Company of the dissolution of the Company and a Plan of
Dissolution and Liquidation.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information regarding CIT's termination of the CIT Facility included in Item
1.02 is incorporated herein by reference.
Item 8.01. Other Events.
The Company held its 2008 annual meeting of shareholders on December 18, 2008,
to approve the dissolution of the Company and the Plan of Dissolution and
Liquidation, to re-elect five directors to serve until the next annual meeting
of shareholders and until their successors are duly elected and qualified, and
to ratify the appointment of BDO Seidman, LLP as the Company's independent
registered public accounting firm for fiscal 2009.
The shareholders approved the dissolution of the Company and the Plan of
Dissolution and Liquidation by the following vote: 3,629,763 votes "for"; 13,389
votes "against"; and 1,131 abstentions.
The names of the nominees whose terms expired at the 2008 annual meeting of
shareholders and who were re-elected to serve as directors until the next annual
meeting of shareholders and until their successors are duly elected are as
follows:
Nominee For Withheld Vote
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Ira B. Lampert 2,933,541 1,596,642
Ronald S. Cooper 3,773,640 756,544
Morris H. Gindi 3,887,046 643,137
William J. O'Neill, Jr. 3,773,640 756,544
Roger J. Beit 4,021,481 508,703
The shareholders ratified the appointment of BDO Seidman, LLP as the Company's
independent registered public accounting firm for fiscal 2009 by the following
vote: 4,500,474 votes "for"; 11,543 votes "against"; and 18,165 abstentions.
On December 22, 2008, the Company issued a press release announcing that
shareholders approved the Company's Plan of Dissolution and Liquidation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No. of Exhibit
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99.1 Press Release of the Company, dated December 22, 2008
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 thereunto duly authorized.
CONCORD CAMERA CORP.
Date: December 22, 2008 By: /s/ Scott L. Lampert
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Scott L. Lampert, Vice President
General Counsel and Secretary