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 29, 2003
ADVANCED MARKETING SERVICES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-16002 95-3768341
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(Commission File Number) (IRS Employer Identification No.)
5880 OBERLIN DRIVE, SAN DIEGO, CALIFORNIA 92121
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(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 457-2500
NA
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On August 18, 2003, registrant reported a delay in the filing of its Form
10-Q for the first quarter of fiscal year 2004 that ended on June 28, 2003. On
November 11, 2003, registrant reported that it would delay the filing of its
Form 10-Q for the second quarter of fiscal year 2004 that ended on September 27,
2003. Under the terms of registrant's $45 million Revolving Credit Agreement
with California Bank & Trust, Bank of the West and Union Bank of California,
N.A. (the "Banks"), the failure to provide such Form 10-Q for the first quarter
to the Banks on August 27, 2003 and the failure to provide such Form 10-Q for
the second quarter to the Banks on November 27, 2003 constituted events of
default. The Banks have agreed to further forbear the defaults through January
30, 2004. Based on the registrant's forecast of historical seasonal cash flow
needs, the registrant agreed to limit its borrowings to a maximum of $20 million
during the period of forbearance and has agreed to provide substantially final
copies of such Forms 10-Q to the Banks at least 72 hours prior to filing. The
Banks have agreed to modify, for the quarter ended December 27, 2003, the
leverage ratio (as defined in the Revolving Credit Agreement) test from no more
than 3.50:1 to no more than 4.25:1. Registrant intends to complete and file its
Forms 10-Q as promptly as possible, although there can be no assurance that it
will be able to do so by January 30, 2004 or that the Banks will continue to
forbear thereafter if the Forms 10-Q have not been filed. As of December 29,
2003, registrant had no outstanding balance under the Revolving Credit
Agreement.
SIGNATURE
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.
ADVANCED MARKETING SERVICES, INC.
(Registrant)
December 29, 2003 By: /S/ MICHAEL M. NICITA
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Date Michael M. Nicita
President and Chief Executive Officer