Current Report Filing (8-k)
December 26 2012 - 6:07AM
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 19, 2012
LIGHTYEAR NETWORK SOLUTIONS, INC.
(Exact name of registrant as specified in
Charter)
Nevada
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000-32451
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91-1829866
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification
No.)
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1901 Eastpoint Parkway
Louisville, Kentucky 40223
(Address of Principal Executive Offices)
502-244-6666
(Issuer Telephone number)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 19, 2012, Lightyear Network
Solutions, LLC (“Lightyear”), the wholly owned subsidiary of Lightyear Network Solutions, Inc. (the "Company"),
entered into a revolving $500,000 secured commercial promissory note (the "Credit Facility") with Central Bank of Jefferson
County, Inc. (the “Bank”). The Company may draw on the Credit Facility from time to time to fund ongoing working capital
needs.
The Credit Facility matures on
December 19, 2013 and bears interest at an annual rate equal to the Bank’s “Index Rate,” plus 1.75%, but
the rate will never be more than 5.00%. The Company is required to make monthly interest payments on any outstanding amounts
through December 19, 2013, with the outstanding principal amount payable at maturity. The Bank’s “Index
Rate” is a variable rate designated and announced by the Bank from time to time. On December 19, 2012, the Bank’s
“Index Rate” was 3.25%. Payments under the Credit Facility are subject to a 5% late fee and, in cases of default, the
interest rate of the Credit Facility will be increased by 5%.
Borrowings under the Credit Facility may
be prepaid at any time, without premium or penalty, and are secured by: (1) a security interest in all of Lightyear assets, as
described in a Security Agreement between Lightyear and the Bank; and (2) the personal guaranty of Chris T. Sullivan.
Mr. Sullivan is a director of the Company
and also a director and member of LY Holdings, LLC (“LYH”), the Company’s largest shareholder. As of December
19, 2012, LYH owned 45.3% of the Company’s common stock.
The Credit Facility contains customary events
of default for: nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty;
violation of other covenants; cross-default of other material indebtedness; bankruptcy events; material judgments; impairment of
the Bank’s perfection in the collateral; and invalidity of the guaranty.
There are no material relationships between
the Company, Lightyear or their affiliates, and the Bank, other than as described above.
The foregoing descriptions of the various
loan documents do not purport to be complete and are qualified in their entirety by reference to those documents which are attached
as exhibits hereto and incorporated herein.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 is
hereby incorporated in this Item 2.03 by reference.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Commercial Note, dated as of December 19, 2012 by Lightyear Network Solutions, LLC to Central Bank of Jefferson County, Inc.
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10.2
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Security Agreement, dated as of December 19, 2012 between Lightyear Network Solutions, LLC to Central Bank of Jefferson County,
Inc.
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10.3
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Guaranty, dated December 19, 2012, by Chris T. Sullivan in favor of Central Bank of Jefferson County, Inc.
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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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LIGHTYEAR NETWORK SOLUTIONS, INC.
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Date: December 24, 2012
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By:
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/s/ Stephen M. Lochmueller
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Stephen M. Lochmueller
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Chief Executive Officer
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