-------------------------------------------------------------------------------- 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): October 29, 2004 ---------------- GLOBECOMM SYSTEMS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-22839 11-3225567 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 45 Oser Avenue Hauppauge, New York 11788 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (631) 231-9800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Not Applicable (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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The disclosure set forth under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. Globecomm Systems Inc. (the "Company") entered into the Fifth Loan Modification Agreement with Silicon Valley Bank, dated as of October 29, 2004 (the "Fifth Modification"), which amends the Loan and Security Agreement, dated as of September 15, 2003, as amended from time to time (the "Loan Agreement"). The Fifth Modification (i) increases the existing working capital line of credit from $10.5 million to a maximum of $16.5 million; (ii) reduces the variable interest rate component of the line of credit from the Prime Rate (as defined in the Loan Agreement) plus two percent (2.0%) per year to the Prime Rate plus one and one-half percent (1.5%) per year; (iii) eliminates the requirement of minimum monthly interest payments; (iv) eliminates the pre-payment and early termination penalty; and (v) extends the maturity date of the Loan Agreement from October 31, 2004 to October 28, 2005. The Fifth Modification also includes minimum tangible net worth, liquidity and financial reporting requirements. As of October 29, 2004, no borrowings were outstanding under the working capital line, however, there were standby letters of credit of approximately $10.5 million, which were applied against and reduced the amounts available under this credit facility. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description 10.1 Fifth Loan Modification Agreement, dated as of October 29, 2004, by and among Silicon Valley Bank, Globecomm Systems Inc. and NetSat Express, Inc. (filed herewith). 99.1 Press release, released publicly on November 3, 2004 (filed herewith). 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. Globecomm Systems Inc. (Registrant) By: /s/ Andrew C. Melfi ---------------------------------- Name: Andrew C. Melfi Title: Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Dated: November 3, 2004