Current Report Filing (8-k)
May 29 2018 - 4:37PM
Edgar (US Regulatory)
UNITED
STATES
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
May
22, 2018
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
No.)
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Identification
Number)
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11422
Miracle Hills Drive, Suite 300
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Omaha,
Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
453-4444
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
May 22, 2018, Convergent Media Systems Corporation (the “Borrower”), a wholly-owned subsidiary of Ballantyne Strong,
Inc. (the “Company”), entered into a Master Installment Payment Agreement (the “Financing Agreement”)
with NEC Financial Services, LLC (the “Lender”).
The
Financing Agreement provides for financing in connection with the purchase by the Borrower of media players and related equipment
(the “Equipment”), in an aggregate amount of up to approximately $4.4 million. Installment payments under each contract
for purchase of the Equipment are due monthly for a period of 60 months, or at such earlier date on which the Financing Agreement
may have been terminated in accordance with the provisions thereof. The financing provided by the Financing Agreement for the
purchase of the Equipment is secured by the Equipment and all accessories, attachments and accessions and replacements thereof
and all proceeds thereof.
Payments
under the Financing Agreement are fixed at interest rates based on the three-year U.S. Treasury Note yield plus a spread at the
time of funding. The obligations under the Financing Agreement are guaranteed by the Company.
The
Financing Agreement provides for customary events of default with corresponding grace periods, including: (i) failure to pay principal,
interest or fees under the Financing Agreement when due and payable; (ii) failure to comply with other covenants and agreements
contained in the Financing Agreement; (iii) the making of false or inaccurate representations and warranties; (iv) loss, theft,
substantial damage or destruction of the Equipment; (v) certain defaults under other debt or obligations; (vi) money judgments;
(vii) a change in control or ceasing to operate business in the ordinary course; and (viii) certain events of bankruptcy or insolvency.
Upon the occurrence of an event of default, the Lender may declare the entire unpaid balance immediately due and payable and/or
exercise any and all remedial and other rights under the Financing Agreement.
The
foregoing description of the Financing Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Financing Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The
information required by Item 2.03 is included in Item 1.01 above and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BALLANTYNE
STRONG, INC.
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Date:
May 29, 2018
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By:
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/s/
Lance V. Schulz
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Lance V. Schulz
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Senior Vice President,
Chief
Financial Officer
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