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
February 10, 2006
Date of Report (Date of earliest event reported)
CD&L, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-26954 22-3350958
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
80 WESLEY STREET, SOUTH HACKENSACK, NEW JERSEY 07606
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 201.487.7740
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K 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.
Bank of America Loan Agreement
On February 10, 2006, CD&L, Inc. (the "Corporation" or the "Registrant"),
together with certain of its subsidiaries, entered into an amended and restated
$20 million senior secured lending facility (the "Loan Agreement") with Bank of
America, N.A. (the "Bank"). The facility amends and restates the Corporation's
prior $15 million facility with Fleet Capital-Business Finance Division (the
Bank's predecessor in interest) and provides the Corporation with additional
borrowing capacity. The new facility has a maturity date of September 30, 2008
and consists of a senior secured revolving line of credit allowing for advances
and letters of credit (the "Revolver"). Amounts outstanding on the Revolver are
not to exceed the lesser of $20 million or a "Borrowing Base" amount. Loans
under the Revolver bear interest at either the Prime Rate or, at the
Corporation's election, the current LIBOR rate plus 200 or 300 basis points,
depending on the Corporation's leverage ratio. An unused facility fee of 25 to
50 basis points, depending on the Corporation's leverage ratio, is also charged.
Pursuant to the Loan Agreement, the Corporation will be subject to certain
operating covenants and will be restricted from, among other things, paying cash
dividends, repurchasing its common stock, and entering into certain transactions
without the Bank's prior consent. In addition, the Loan Agreement contains
certain financial covenants, including earnings, EBITDA, fixed charge coverage
ratio and capital expenditure covenants. Amounts outstanding under the Loan
Agreement are secured by substantially all of the Corporation's assets.
The above descriptions of the terms of the Loan Agreement are qualified in their
entirety by the Loan Agreement which is being filed as Exhibit 10.1 to this
Current Report on Form 8-K.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01 for a description of the Bank of America Loan Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 - Restated and Amended Loan and Security agreement dated as of
February 10, 2006 by and among CD&L, Inc., its subsidiaries and Bank of America,
N.A.
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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, thereunto duly authorized.
Dated: February 16, 2006 D&L, INC.
By: \s\ Russell J. Reardon
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Russell J. Reardon Vice President
and Chief Financial Officer
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