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): June 5, 2009
Syms Corp
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(Exact name of registrant as specified in its charter)
New Jersey 001-8546 22-2465228
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Syms Way, Secaucus, New Jersey 07094
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(201) 902-9600
Not Applicable
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Former name or former address, if changed since last report
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):
[ ] 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 Definitive Material Agreement
On June 5, 2009, Syms Corp. ("Syms") entered into a Loan and Security Agreement
(the "Credit Agreement") with Israel Discount Bank of New York (the "Lender").
Pursuant to the Credit Agreement, Syms has obtained a $40,000,000 revolving
credit facility (the "Credit Facility") from the Lender. The full amount of the
Credit Facility is available for loans and there is a $2,000,000 sublimit for
standby and documentary letters of credit. The Credit Facility is secured by all
personal property of Syms and requires a negative pledge on the real estate of
Syms. Availability under the Credit Facility is based on a borrowing base
consisting of certain inventory, credit card receivables and cash collateral.
The Credit Facility will be available until December 4, 2010, subject to (i)
automatic renewal for successive periods of one year and (ii) earlier
termination if the Lender determines that the results of any field examination,
appraisal, business evaluation or other business or legal due diligence review
of Syms and its subsidiaries are not satisfactory to the Lender.
Loans outstanding up to $16,000,000 ("Tranche B Loans") will bear interest at a
rate per annum equal to, at Syms' option, (i) the Lender's Prime Rate or (ii)
the sum of LIBOR (for interest periods of 2 or 3 months) plus 2.0%, provided,
that, in no event shall the interest rate per annum for all Tranche B Loans be
less than 3.25%. Loans outstanding in excess of $16,000,000 ("Tranche A Loans")
will bear interest at a rate per annum equal to, at Syms' option, (i) the sum of
Lender's Prime Rate plus 2.0%, or the sum of LIBOR (for interest periods of 2 or
3 months) plus 4.0%, provided, that, in no event shall the interest rate per
annum for all Tranche A Loans be less than 4.25%. Interest rates increase by
2.0% upon the occurrence of an event of default under the Credit Facility.
Syms is also required to pay certain fees to the Lender under the Credit
Facility, including a standby letter of credit fee of 4.0% per annum on the
average daily undrawn stated amount of each standby letter of credit and a
documentary letter of credit fee equal to 0.25% of the full face amount of each
documentary letter of credit, but not less than $150.
The Credit Agreement contains representations and warranties, financial
reporting requirements, affirmative and negative covenants and events of default
customary for a credit facility of this size, type, and purpose.
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.
SYMS CORP
By: /s/ Philip A. Piscopo
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Name: Philip A. Piscopo
Title: Vice President and
Chief Financial Officer
Dated: June 11, 2009