TVI 8-K 2009
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Exact name of registrant as specified in its charter)
7100 Holladay Tyler Road, Glenn Dale, MD 20769
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Monthly Operating Reports
As previously disclosed in the current report on Form 8-K filed on April 1, 2009 by TVI Corporation (the Company), on April 1, 2009 (and April 2, 2009 with respect to CAPA Manufacturing Corp. (CAPA)), the Company and its wholly owned subsidiaries, Safety Tech International, Inc., Signature Special Events Services, Inc. and CAPA (collectively with the Company, the Debtors), filed voluntary petitions seeking relief under Chapter 11 (the Chapter 11 Cases) of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Maryland (Greenbelt Division) (the Bankruptcy Court). The Chapter 11 Cases are being jointly administered under the caption In re TVI Corporation, et al., No. 09-15677. The Company continues to manage its business as a debtor-in-possession.
Under the Bankruptcy Code and related rules, the Company and its subsidiaries are required to file certain information and reports with the Bankruptcy Court. On September 21, 2009, the Debtors filed with the Bankruptcy Court their unaudited monthly operating reports for the period August 1, 2009 to August 31, 2009 (the Monthly Operating Reports). Copies of the Debtors Monthly Operating Reports are attached hereto as Exhibits 99.1 through 99.4 and are incorporated herein by reference.
The Monthly Operating Reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of the Debtors compliance with the monthly reporting requirements of the Bankruptcy Court. The financial information in the Monthly Operating Reports was not audited or reviewed by independent registered accountants and is not presented in accordance with generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that the Monthly Operating Reports are complete. The Monthly Operating Reports also contain information for periods which may be shorter or otherwise different from those contained in reports required pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). The Monthly Operating Reports do not include footnotes that would ordinarily be contained in the financial statements in our quarterly and annual reports pursuant to the Exchange Act. In addition, the income tax provision in the Monthly Operating Reports is difficult to ascertain as a result of many factors, including, among other things, our inability to predict taxable income that may be generated as a result of any cancellation of indebtedness that might occur as a result of the bankruptcy proceeding involving the Company. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.
Item 9.01 Financial Statements and Exhibits.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve expectations, beliefs, plans, intentions or strategies regarding the future and may be identified by the use of forward-looking words or phrases such as should, will, anticipate, believe, intend, expect, seek, might result, continue, estimate and others of similar import. Such forward-looking statements are based on information available to the Company as of the date hereof, are not guarantees of future performance, as actual results could differ materially from our current expectations, and are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Such risks and uncertainties include, but are not limited to, risks associated with (i) our existing defaults under our existing lending agreements; (ii) a potential deterioration of our business due to our restructuring efforts; (iii) reduced demand for our products or other factors; (iv) our inability to satisfy certain terms, conditions and financial covenants of the DIP Credit Agreement for such DIP financing to be made available to us; (v) our ability to operate pursuant to the terms of the DIP Credit Agreement; (vi) the DIP Credit Agreement may not be adequate to fund our working capital needs through its expiration date, and if necessary, additional financing may not be available to us on acceptable terms, or at all, following the DIP Credit Agreement expiration date; (vii) our inability to predict whether the Bankruptcy Court will approve the Plan of Reorganization (the Plan) and whether the Plan will become effective; (viii) our inability to predict if the Commission will file the appropriate order approving our Offer of Settlement; (ix) our inability to predict taxable income that may be generated as a result of any cancellation of indebtedness that might occur as a result of the bankruptcy proceeding involving the Company (x) the Chapter 11 process may not be completed in a timely manner; (xi) continue to operate in the ordinary course and manage its relationships with its creditors, noteholders, employees, vendors and customers given the Companys financial condition; (xii) the amount of time the Companys management and officers devote to restructuring, may limit the amount of time they have to run the business and retain a number of its key managers and employees, (xiii) potential deterioration of the economic climate in general or with respect to the markets in which we operate; (xiv) risks associated with new business investments, acquisitions, competition and seasonality; and (xv) the other risk factors described in detail in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Quarterly Report on Form 10-Q for the period ended September 30, 2008, including, without limitation, those discussed under the caption, Risk Factors, which documents are on file with the Securities and Exchange Commission (the SEC) and available at the SECs website at www.sec.gov. These forward-looking statements are made only as of the date of this report, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. The lack of any update or revision is not intended to imply continued affirmation of forward-looking statements contained herein.
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.