UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 23, 2008
Industrial Enterprises of America, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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001-32881
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13-3963499
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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651 Holiday Drive, Suite 300, Pittsburgh, Pennsylvania 15220
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (412) 928-2056
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 11, 2007, Industrial Enterprises of America, Inc., a Nevada
corporation (the “Company”), and its subsidiaries, Unifide Industries, Limited Liability Company, a
New Jersey limited liability company, Pitt Penn Oil Co., LLC, an Ohio limited liability company,
EMC Packaging, Inc., a Delaware corporation, Today’s Way Manufacturing LLC, a New Jersey limited
liability company, and Pitt Penn Holding Co., LLC, an Ohio limited liability company (the
subsidiaries, (“Subsidiaries”) together with the Company, collectively, the “Borrowers”), entered
into a Credit Agreement, as amended (the “Credit Agreement”) and a promissory note (the “Note”)
with Sovereign Bank (the “Lender”) in connection with a revolving credit line facility. Pursuant to
the terms of the Credit Agreement, the Lender may make revolving credit loans to the Borrowers, on
a joint and several basis, in an aggregate principal amount not to exceed $5,000,000.
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on February 19, 2008, the Company received a notice of default under the
Credit Agreement on February 12, 2008. As a result of the default, the Lender notified the Company
that it would no longer make any loans or advances to the Company, the Lender increased the rate of
interest to the default rate under the Credit Agreement and the Lender revised certain terms of the
Credit Agreement relating to Eligible Accounts, Eligible Inventory and Borrowing Base. The Lender
further reserved the right to exercise all other remedies under the Credit Agreement, the First
Continued, Amended and Restated Security Agreement dated October 11, 2007 and the Note
(collectively the “Loan Documents”), including the right to declare all outstanding borrowings
immediately due and payable.
As previously disclosed in its Current Report on Form 8-K filed with the SEC on May 30, 2008, on
May 23, 2008, the Borrowers entered into a Forbearance Agreement with the Lender (the “Forbearance
Agreement”), pursuant to which the Lender agreed to forbear from further exercising its rights
under the Loan Documents until October 30, 2008 (the “Forbearance Termination Date”), or earlier in
the event of a default under the Forbearance Agreement.
On October 23, 2008 the Company received a notice of Default under the Forbearance Agreement and
the demand for immediate payment of all obligations under the Forbearance Agreement and the Loan
Documents. The Company is continuing to work with the Lender on a more definitive resolution to
its financing issues.
The foregoing summary of the Forbearance Agreement and the Credit Agreement are not complete and
are qualified in their entirety by reference to the full text of the Forbearance Agreement and the
Credit Agreement. A copy of the Forbearance Agreement is attached to the Company’s Current Report
on Form 8-K filed on May 30, 2008, as Exhibit 10.1 and is incorporated by reference into this Item
1.01.
Section 2 — Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into
this Item 2.03.
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