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): March
21, 2005
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-9298 |
06-1182033 |
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
|
Suite
295, Four Corporate Drive, Shelton, CT |
06484 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant's
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 (see General Instruction A.2. below):
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March
21, 2005, the registrant, Raytech Corporation (“Raytech”), through its majority
owned subsidiary Allomatic Products Company (“Allomatic”), completed the
acquisition of 41,904 shares of Allomatic common stock that were owned by
Raymark Industries, Inc. acting by its Chapter 11 Trustee (“Raymark”), pursuant
to the previously reported Stock Purchase Agreement dated January 18, 2005.
In
payment therefor, Allomatic issued a 10-year unsecured subordinated promissory
note in the initial principal amount of $7,200,000 (the “Note”). The Note was
issued in the form previously filed as part of Exhibit 2(a) to Raytech’s Current
Report on Form 8-K dated January 21, 2005. The Note is subordinated to
Allomatic’s existing and future senior indebtedness, and bears interest at an
annual rate of 8% payable quarterly; one-half of which is payable in cash and
one-half of which is payable, at Allomatic’s option, in either cash or by
increasing the outstanding principal amount of the Note. Principal payments on
the Note are due on each annual anniversary of the issue date of the Note,
beginning in 2011, at an annual rate of 3% of the then outstanding principal
balance, with a final payment in full in 2015. Allomatic may redeem the Note, in
whole or in part, at any time without premium or penalty.
In
addition to certain financial reporting requirements, the Note contains net
worth and current ratio covenants as well as merger and asset sale limitations,
which if not met could cause an event of default permitting the holder of the
Note to accelerate the repayment of the entire principal amount and all accrued
interest then outstanding under the Note.
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.
Raytech
Corporation
(Registrant)
Date
March 25, 2005
(Signature)*
/s/
John B.
Devlin
John B.
Devlin,
Vice
President,
Treasurer
and Chief Financial Officer
*Print
name and title of the signing officer under his
signature.