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): February 12, 2010
Lifetime
Brands, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-19254
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11-2682486
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1000
Stewart Avenue, Garden City, New York, 11530
(Address
of Principal Executive Offices)(Zip Code)
(Registrant’s Telephone Number,
Including Area Code)
516-683-6000
(Former Name or Former Address, if
Changed Since Last Report) N/A
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)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
On
February 12, 2010, Lifetime Brands, Inc. (the “Company”) entered into Amendment
No. 7 to the Company’s Second Amended and Restated Credit Agreement (the
“Amendment”). The Amendment, which is
effective as of February 12, 2010 among other things: (i) permits the Company to
purchase, from time to time, in the aggregate, up to $15 million principal
amount of the Company’s 4.75% convertible notes and (ii) eliminates the
requirement for the Company to obtain a consent from the lenders prior to
consummating a Permitted Acquisition as defined in the credit facility. A copy
of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
The
disclosure contained in “Item 1.01. — Entry into a Material Definitive
Agreement” of this Current Report on Form 8-K is hereby incorporated by
reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits
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Amendment No. 7 to Second Amended and
Restated Credit Agreement by and among Lifetime Brands, Inc., Lenders
party hereto, Citibank, N.A. and Wachovia Bank, National Association, as
Co-Documentation Agents, JP Morgan Chase Bank, N.A., as Syndication Agent,
and HSBC Bank USA, National Association, as Administrative
Agent.
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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 thereunto
duly authorized.
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Lifetime
Brands, Inc.
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By:
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/s/
Laurence Winoker
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Laurence
Winoker
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Senior
Vice President – Finance, Treasurer and Chief Financial
Officer
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Date: February
12, 2010