UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 4, 2006
-----------------------
BRIGHTPOINT, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Indiana
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
2601 Metropolis Parkway, Suite, 210 Plainfield, Indiana 46168
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
--------------------------------------------------------------------------------
(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):
[ ] 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 MATERIAL DEFINITIVE AGREEMENT
On August 4, 2006, Brightpoint Services, LLC, an Indiana limited liability
company ("Brightpoint Services"), a wholly owned subsidiary of Brightpoint North
America, L.P. ("Brightpoint NA"), a Delaware Limited Partnership and a
subsidiary of Brightpoint, Inc., entered into a Master Services Agreement with
T-Mobile USA, Inc. ("T-Mobile") pursuant to which Brightpoint Services will
provide a full range of integrated forward logistic services enabling T-Mobile
to deliver their wireless devices to their direct and indirect distribution
channels, as well as directly to T-Mobile's subscribers in the United States
(the "Services") from a dedicated facility leased by Brightpoint Services in
Louisville, Kentucky. The parties intend for there to be a launch of the
services early in the first quarter of 2007, with the transition of all product
volumes from T-Mobile's current eastern distribution center by March 2007.
Pursuant to the Master Services Agreement, Brightpoint Services is required to
purchase certain personal property, equipment and fixtures in order to provide
the Services. In addition, the Master Services Agreement provides that upon its
expiration or earlier termination, T-Mobile is required to purchase the personal
property, equipment and fixtures upon certain terms and conditions.
The Master Services Agreement has an initial term of three years and shall renew
automatically for two additional one-year periods unless either party gives the
specified prior written notice. T-Mobile has the right to terminate for
convenience upon 180 days prior written notice beginning on September 30, 2008.
Prices for the Services are established pursuant to annual budgets to be agreed
upon by the parties on or before the effective date of the agreement and,
thereafter, on or before September 30 of each year beginning September 30, 2007.
The agreement provides for mutual confidentiality, indemnification and
non-solicitation obligations. Except in certain specified circumstances, each
party's total potential liability arising out of or related to the agreement is
subject to an agreed upon maximum amount. Pursuant to the Master Services
Agreement, Brightpoint NA unconditionally and irrevocably guarantees full and
prompt payment of any amounts due T-Mobile for which Brightpoint Services is
liable under the agreement, including pursuant to any indemnification
obligations.
In connection with the Master Services Agreement, Brightpoint Services entered
into a lease agreement ("Lease") with Louisville United, LLC, a Kentucky limited
liability company ("Landlord"), pursuant to which Brightpoint Services will
lease approximately 240,000 square feet located at a to-be-built 360,000 square
foot one-story warehouse and light industrial building at 6001 Global
Distribution Way, Louisville, Kentucky, in GlobalPort Business Park located
generally at 5700 Fegenbush Lane, Louisville, Kentucky (the "Premises"). The
Lease commences on or about October 1, 2006 (assuming substantial completion of
the Premises) and has an initial term of five years, with an option to renew for
an additional five-year period. The base monthly rent for the initial lease term
is $80,000 ($960,000.00 per annum). The base monthly rent for the extension term
is $85,000 per month ($1,020,000 per annum). The Lease also provides for
additional payments to be made by Brightpoint Services to cover certain other
costs, including real property taxes and common area expenses, which are passed
through to Brightpoint Services on a percentage basis. Under the Lease,
Brightpoint Services has agreed to indemnify the Landlord in respect of various
costs, liabilities and obligations. Upon an uncured breach of the Lease by
Brightpoint Services, Landlord has remedies including the right to terminate the
Lease and recover all amounts due under the remaining term of the Lease, less
any amounts Brightpoint Services can prove were avoidable. Brightpoint NA has
guaranteed all obligations of Brightpoint Services under the Lease. The Master
Services Agreement contains provisions regarding the assignment and assumption
of the Lease upon its expiration or earlier termination.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See Item 1.01 set forth above and incorporated herein.
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 thereunto duly authorized.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Steven E. Fivel
-------------------------------
Steven E. Fivel
Executive Vice President,
General Counsel and Secretary
Date: August 8, 2006