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 20, 2005
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-5571
|
|
75-1047710 |
| (State or other
|
|
(Commission
|
|
(I.R.S. Employer |
| jurisdiction of
|
|
File Number)
|
|
Identification No.) |
| incorporation) |
|
|
|
|
| |
|
|
Mail Stop CF3-203, 300 RadioShack Circle, Fort Worth, Texas
(Address of principal executive offices)
|
|
76102
(Zip Code) |
Registrant’s telephone number, including area code: (817) 415-3011
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):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
|
|
|
| Item 1.01. |
|
Entry into a Material Definitive Agreement. |
On December 20, 2005, RadioShack Corporation (“RadioShack”) closed the purchase and sale
agreement with Kan Am Grund Kapitalanlagegesellschaft mbH (or its assignee) (“Purchaser”), for the
benefit of the KanAm-grundinvest Fonds, a German open-end real estate fund sponsored by Purchaser,
to sell and lease back the buildings and certain of the real estate at its corporate headquarters
in Fort Worth, Texas. RadioShack’s net proceeds from the sale, after transaction and other related
costs, were approximately $220 million, which RadioShack intends to use to repay short-term debt
obligations and for other general corporate purposes.
In connection with the closing of the purchase and sale agreement, RadioShack entered into a
20-year triple-net lease agreement with an affiliate of the Purchaser. RadioShack has four
five-year options to renew the lease agreement. Base annual rent for the primary term of the lease
is initially approximately $14.1 million and will increase by 1.25% per year. RadioShack posted a
$5 million letter of credit at the closing of the lease and agreed to maintain the letter of credit
during the term of the lease. The Purchaser will be authorized to draw on the letter of credit upon
the occurrence of certain events as described in the lease. RadioShack will be required pay all of
the costs associated with the operation of the facilities, including costs such as insurance, taxes
and maintenance.
The lease imposes certain obligations on RadioShack and grants certain rights to the Purchaser
in the event of a default by RadioShack on the lease. The lease contains other customary
representations, warranties, obligations, conditions, indemnification provisions and termination
provisions associated with leases of this nature.
The foregoing summary is subject to, and qualified in its entirety by, the terms of the
purchase and sale agreement, attached hereto as Exhibit 10.1, and the lease, attached hereto as
Exhibit 10.2. The terms of the purchase and sale agreement, the lease and all other documents
respectively attached thereto are incorporated herein by reference. A copy of the press release
announcing the closing of the sale and leaseback transaction is attached as Exhibit 99.1.
The representations, warranties and obligations contained in the purchase and sale agreement
and the lease are valid as between the parties as of the date thereof, and they are not factual
information to investors about RadioShack. Investors are advised to review RadioShack’s periodic
filings with the SEC and posted on RadioShack’s website at www.radioshackcorporation.com under the
caption “Investor Relations” and then “SEC Filings” for information about the Company’s financial
condition.
|
|
|
| Item 2.03. |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant |
The information set forth under Item 1.01 is incorporated herein by reference.
2
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 this
21st day of December, 2005.
| |
|
|
|
|
|
|
RADIOSHACK CORPORATION
|
|
|
|
|
|
|
|
|
|
/s/ David S. Goldberg |
|
|
|
|
|
|
|
|
|
David S. Goldberg |
|
|
|
|
Senior Vice President – Chief Legal Officer |
|
|
|
|
and Corporate Secretary |
|
|
4