Current Report Filing (8-k)
April 25 2018 - 4:07PM
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): April 20, 2018
MASTECH DIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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001-34099
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26-2753540
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1305 Cherrington Parkway, Suite 400
Moon Township, PA
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15108
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(Address of Principal Executive Offices)
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(Zip Code)
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(412)
787-2100
(Registrants Telephone Number, Including Area Code)
(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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☐
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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.
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Entry into a Material Definitive Agreement.
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On April 20, 2018, Mastech Digital, Inc. (the
Company) entered into a Second Amendment (the Second Amendment) to its Credit Agreement, dated as of July 13, 2017 and amended by that certain First Amendment dated as of November 14, 2017 (the Credit
Agreement), by and among the Company, certain of its subsidiaries (collectively with the Company, the Company Entities), PNC Bank, National Association, as administrative agent, swing loan lender and issuing lender, PNC Capital
Markets LLC, as sole lead arranger and sole bookrunner, and certain financial institutions party thereto as lenders. The Second Amendment amends the Credit Agreement by, among other things, (i) reducing the aggregate commitment amount of the
revolving credit facility to the Company Entities (the Revolving Credit Facility) from $27.5 million to $22.5 million, which amount is subject to increase to an aggregate commitment amount not exceeding $32.5 million upon
satisfaction of certain conditions; (ii) increasing the aggregate commitment amount of the swing loan subfacility under the Revolving Credit Facility from $3.0 million to $5.0 million; and (iii) amending the financial covenant in
the Credit Agreement related to the Companys leverage ratio (as defined in the Credit Agreement) by increasing the maximum permitted leverage ratio for each of the fiscal quarters ending on or prior to September 30, 2019.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment and the
Credit Agreement. The Second Amendment is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Second Amendment to Credit Agreement, dated as of April
20, 2018, by and among Mastech Digital, Inc., PNC Bank, National Association, and certain other financial institutions party thereto as lenders, and PNC Bank, National Association, in its capacity as administrative agent for the lenders thereto
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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
hereunto duly authorized.
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MASTECH DIGITAL, INC.
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By:
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/s/ John J. Cronin
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Name:
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John J. Cronin
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Title:
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Chief Financial Officer
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April 25, 2018
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