Form 8-K





Washington, D.C. 20549







Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: March 30, 2012

(Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Washington   001-31321   94-3002667

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

16400 SE Nautilus Drive

Vancouver, Washington 98683

(Address of principal executive offices and zip code)

(360) 859-2900

(Registrant’s telephone number, including area code)



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(b) under the Exchange Act (17 CFR 240.14a-12(b))


¨ 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 March 30, 2012, Nautilus, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Loan Agreement”) with Bank of the West. The Loan Agreement amends and restates our existing Credit Agreement with Bank of the West dated March 8, 2010, as amended. As amended and restated, the Loan Agreement provides for a $15,750,000 million maximum revolving secured credit line, which is available through March 31, 2015 for working capital, standby letters of credit and general corporate purposes. Borrowing availability under the Loan Agreement is subject to the Company’s compliance with certain financial and operating covenants at the time borrowings are requested. Standby letters of credit under the Loan Agreement are treated as a reduction of our available borrowing amount and are subject to covenant testing.

The interest rate applicable to borrowings under the Agreement is based on Bank of the West’s base rate, floating rate or LIBOR, plus an applicable margin based on certain Company financial performance metrics. The Loan Agreement contains customary covenants, including minimum fixed charge coverage ratio and leverage ratio, and limitations on capital expenditures, mergers and acquisitions, indebtedness, liens, dispositions, dividends and investments. The Loan Agreement also contains customary events of default. Upon an event of default, the lender has the option of terminating its commitment with respect to the credit line and accelerating all obligations under the Loan Agreement. Borrowings under the Loan Agreement are collateralized by substantially all of the Company’s assets, including intellectual property assets.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement attached hereto as Exhibit 10.1.

As of March 30, 2012 no borrowings were outstanding under the Loan Agreement, other than the funding of standby letters of credit. On March 30, 2012 the Company used cash on hand to repay all outstanding obligations under its Increasing Rate Senior Discount Notes.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.



10.1    Amended and Restated Credit Agreement, dated March 30, 2012, between Bank of the West and Nautilus, Inc.


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.


April 5, 2012     By:  

/s/ Wayne M. Bolio


Wayne M. Bolio

Senior Vice President, Law and Human Resources,

and General Counsel