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) October 3, 2004
BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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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 (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 October 3, 2004, Brightpoint Asia Limited ("Brightpoint Asia"), a company
incorporated in the British Virgin Islands, and a subsidiary of Brightpoint,
Inc. an Indiana corporation ("Registrant"), entered into a Management Services
Agreement ("Management Agreement") with Persequor Limited, a company
incorporated in the British Virgin Islands ("Manager"). The Management
Agreement, which is effective as of July 1, 2004, provides that Manager will
continue to manage the Business (as defined in the Management Agreement) of
Brightpoint Asia. In exchange for its services, Manager will receive a quarterly
fee equal to 12.5% of net operating income before income taxes actually realized
directly from sales of GSM handsets and 9% of the adjusted gross profit for CDMA
handset sales. In addition, for purposes of Manager's costs and expenses
Brightpoint Asia will pay Manager an amount equal to 12% of the actual net
selling prices received by the Business for the sale of GSM Handsets.
Brightpoint Asia will also reimburse Manager for other expenses including set-up
costs with respect to its addition of up to five additional employees, actual
expenses incurred in respect of freight and, commencing on July 1, 2005, if the
total number of CDMA Handsets sold through the Indian Carrier Sales (as defined
in the Management Agreement) exceeds 1,000,000 units during any calendar quarter
during the term of the Management Agreement, Brightpoint Asia shall reimburse
Manager for the actual and reasonable incremental expenses incurred or expensed
by Manager to administer the orders for CDMA Handsets in excess of 1,000,000
units. The Management Agreement contains reciprocal indemnification clauses
pursuant to which each party agrees to indemnify the other against a breach of
the Management Agreement or the gross negligence or misconduct of its employees.
A copy of the Management Agreement is annexed as Exhibit 10.1.
In connection with the Management Agreement, the previously filed Shareholders'
Agreement by and among Brightpoint India Private Limited ("Brightpoint India"),
Brightpoint Holdings B.V. ("Brightpoint Holdings") and Manager was amended to
exclude certain categories of sales revenue from any appraisal of the value of
Manager's shares of Brightpoint India. The Amendment also permits Brightpoint
Holdings to pay Manager for any sale or purchase transaction with respect to its
shares of Brightpoint India with shares of the Registrant's common stock. The
Amendment to the Shareholders' Agreement is annexed as Exhibit 10.2.
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 described above and incorporated herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Management Services Agreement dated effective as of July 1, 2004 by
and between Brightpoint Asia Limited and Persequor Limited.
10.2 Amendment No. 1 to Shareholders' Agreement dated effective as of
July 1, 2004 by and among Brightpoint India Private Limited,
Brightpoint Holdings B.V., and Persequor Limited.
99.1 Cautionary Statements
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
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Steven E. Fivel
Executive Vice President and
General Counsel
Date: October 6, 2004
INDEX TO EXHIBITS
Exhibit Description
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10.1 Management Services Agreement dated effective as of July 1, 2004 by
and between Brightpoint Asia Limited and Persequor Limited.
10.2 Amendment No. 1 to Shareholders' Agreement dated effective as of
July 1, 2004 by and among Brightpoint India Private Limited,
Brightpoint Holdings B.V., and Persequor Limited.
99.1 Cautionary Statements