- Current report filing (8-K)
August 03 2010 - 12:40PM
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
Date of
Report (Date of earliest event reported):
July 28, 2010
SMF
ENERGY CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
DELAWARE
|
000-21825
|
65-0707824
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
200
W. Cypress Creek Rd., Suite 400
|
Fort
Lauderdale, Florida
|
33309
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(954)
308-4200
(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
8.01 Other
Events.
On July
28, 2010, the Board of Directors of SMF Energy Corporation (the “Company”)
approved a share repurchase program (the “Program”) under which the Company may
elect to purchase up to five percent (5%) of its outstanding capital stock, or
approximately 435,000 shares of common stock or common stock
equivalents. Repurchases of capital stock, including shares of common
stock and Series D convertible preferred stock, will be made on the open market
at prevailing market prices or in block trades, subject to the restrictions
relating to volume, price, and timing set forth in Securities Exchange Act of
1934 Rule 10b-18, or in privately negotiated transactions. The
Company will fund the repurchases from its available cash under its revolving
line of credit with its principal lender, Wells Fargo Bank, N.A.,
successor-in-interest to Wachovia Bank, N.A. (“the Lender”). A copy
of the press release announcing the Program is provided as Exhibit 99.1 to this
report and incorporated by reference herein.
The
Lender’s consent to the Program is required by Section 9.11 of the Loan and
Security Agreement dated September 26, 2002, filed as Exhibit 99.1 to the
Company’s Form 8-K dated September 30, 2002, as amended (the “Loan
Agreement”). On July 1, 2010, the Lender granted that consent,
conditioned upon the Company’s maintenance of (i) a ratio of EBITDA to Fixed
Charges of 1.3 to 1.0, based on the most recent twelve (12) month period for
which financial statements have been provided to the Lender, after giving pro
forma effect to any repurchases; and (ii) Excess Availability of at least $2.25
million (A) immediately after making any repurchase and (B) for the ninety (90)
days preceding any repurchase. Subject to these conditions, the
Lender approved a total of $840,000 in capital stock repurchases by the Company
under the Program, including up to $200,000 in any one fiscal
quarter. The terms “EBITDA”, “Fixed Charges” and “Excess
Availability” are used as they are defined in the Loan Agreement.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
release, dated August 3, 2010
|
SIGNATURE
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.
Date: August
3, 2010
|
SMF
ENERGY CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Richard E. Gathright
|
|
|
|
Richard
E. Gathright, Chief Executive
|
|
|
|
Officer
and President
|
|
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