Current Report Filing (8-k)
July 24 2020 - 4:02PM
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 20, 2020
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-5286
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38-0715562
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2700 West Front Street
Statesville, North Carolina
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28677
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which
registered
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Common Stock, $2.50 par value
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KEQU
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NASDAQ Global Market
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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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☐
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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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(a)
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On July 20, 2020, Kewaunee Scientific Corporation (the Company) entered into a Ninth Amendment
to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waiver (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) revising the amounts under the minimum EBITDA covenant applicable to the first three fiscal quarters of fiscal 2021 (to $0 for the quarter ending July 31, 2020, $0
for the quarter ending October 31, 2020, determined for the two-quarter period then ending, and $350,000 for the quarter ending fiscal January 31, 2021, determined for the three-quarter period then
ending, respectively); (ii) reducing the amount under the minimum liquidity covenant (from $3,000,000 to $2,000,000); (iii) changing the Applicable Margin for LIBOR advances to 4.00%, and for Prime Rate advances to 3.00%; and
(iv) certain other related and/or immaterial changes. In addition, the Amendment included a waiver of any noncompliance with the minimum EBITDA covenant during the fiscal quarter ended April 30, 2020. The foregoing description is qualified
in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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2
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.
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(Registrant)
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Kewaunee Scientific Corporation
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Date:July 24, 2020
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/s/ Donald T. Gardner III
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Donald T. Gardner III
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Vice President, Finance and Chief Financial Officer
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3
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