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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): July 5, 2006
UNIVERSAL TECHNICAL INSTITUTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-31923 86-0226984
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (623) 445-9500
None
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(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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 5, 2006, Universal Technical Institute, Inc. (the "Company"), a Delaware
corporation, entered into a modification agreement, modifying the revolving
credit agreement dated October 26, 2004 with Wells Fargo Bank, National
Association, incorporated herein in its entirety by this reference. The
Modification Agreement is filed herewith as Exhibit 10.1. The descriptions and
summaries of the Modification Agreement under Item 2.03 of this Report, are
incorporated herein in their entirety by this reference and are qualified in
their entirety by the Modification Agreement and the related documents.
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On July 5, 2006, the Company signed a modification to the credit agreement (the
"Modification Agreement") with Wells Fargo Bank, National Association (the
"Lender"), that modified the Credit Agreement dated October 26, 2004, which
provided for a line of credit up to $30 million and standby letters of credit in
the maximum aggregate amount of $20 million. The Modification Agreement
eliminates the standby letters of credit, of which $0 is currently outstanding.
In addition the Modification Agreement changes the minimum quarterly current
ratio financial covenant to 0.50 to 1.00 through June 30, 2007 and 0.60 to 1.00
on September 30, 2007 and thereafter. Prior to the Modification Agreement, the
minimum quarterly current ratio financial covenant was 0.60 to 1.00 at September
30, 2006 and thereafter. The company's indebtedness under the Agreement is
unsecured and is guaranteed, jointly and severally, by its wholly owned
subsidiaries.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Modification Agreement
10.2 Credit Agreement, dated October 26, 2004, by and between
Registrant and Wells Fargo Bank, National Association
(Incorporated by reference to Exhibit 10.1 to the
Registrant's registration Statement on Form 10-K dated
December 23, 2004)
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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.
UNIVERSAL TECHNICAL INSTITUTE, INC.
Dated: July 7, 2006 By: /s/ Chad A. Freed
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Name: Chad A. Freed
Title: Senior Vice President
and General Counsel
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