Current Report Filing (8-k)
December 16 2019 - 8:50AM
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): December 13, 2019
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-5286
|
|
38-0715562
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2700 West Front Street
Statesville, North Carolina
|
|
28677
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: 704-873-7202
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, $2.50 par value
|
|
KEQU
|
|
NASDAQ Global Market
|
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:
☐
|
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))
|
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
|
|
(a)
|
On December 13, 2019, Kewaunee Scientific Corporation (the Company) entered into an Eighth
Amendment to Credit and Security Agreement and Fourth Amendment to Revolving Line of Credit Note (the Amendment) with Wells Fargo Bank, National Association (the Bank). The Amendment made certain changes to the Credit and
Security Agreement, dated as of May 6, 2013, as amended (the Credit Agreement), between the Company and the Bank, and to the Revolving Line of Credit Note, dated May 6, 2013, made by the Company and payable to the order of the Bank,
as amended (the Revolving Note). The changes included (i) changing the total capacity under the Credit Agreement from $20,000,000 to $15,000,000, effective January 31, 2020; (ii) changing the facility to an asset based lending
structure with availability based on percentages of eligible accounts receivable and eligible inventory; (iii) providing an additional tier of pricing under the Senior Funded Debt to EBITDA ratio used to calculate the Applicable Margin on
advances, with the margin on LIBOR advances to be set at 3.5%, and the margin on prime rate advances set at 1.25%, if the ratio is over 4.25; (iv) eliminating covenants relating to the Fixed Charge Coverage ratio and the asset coverage ratio;
(v) adding a minimum EBITDA requirement, beginning with the quarter ending April 30, 2020; (vi) adding a minimum monthly liquidity covenant; (vii) adding a minimum EBITDA covenant; (viii) requiring a cash repatriation of at least $4,000,000 by
December 31, 2019; (ix) imposing certain limitations on the declaration and payment of dividends; and (x) certain other related and/or immaterial changes.
|
The foregoing description is qualified in its entirety by reference to the Amendment, a copy is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
On December 16, 2019, Kewaunee Scientific Corporation (the Company) announced that the Companys Board of Directors has elected to
suspend the Companys dividend, as the Company believes that at this time, investing in projects intended to improve the Companys operating performance will provide a better long-term return to the Companys shareholders. These
investments include upgrading and replacement of the underlying information technology supporting all aspects of the business as well as capital investments intended to improve the Companys manufacturing productivity and cost structure.
Item 9.01
|
Financial Statements and Exhibits
|
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.
|
|
|
|
|
(Registrant)
Kewaunee Scientific Corporation
|
|
|
Date: December 16, 2019
|
|
/s/ Donald T. Gardner III
|
|
|
Donald T. Gardner III
|
|
|
Vice President, Finance and Chief Financial Officer
|
Kewaunee Scientific (NASDAQ:KEQU)
Historical Stock Chart
From Mar 2024 to Apr 2024
Kewaunee Scientific (NASDAQ:KEQU)
Historical Stock Chart
From Apr 2023 to Apr 2024