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 30, 2014
VERSAR, INC.
(Exact name of Registrant as specified in
its charter)
Delaware |
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1-9309 |
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54-0852979 |
(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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6850 Versar Center
Springfield, Virginia 22151 |
(Address of principal executive offices) |
(Zip Code) |
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(703) 750-3000 |
(Registrant’s telephone number, including area code) |
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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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 30, 2014, Versar, Inc. (“Versar”) and
certain of its wholly-owned subsidiaries (the “Co-Borrowers”) entered into a Second Modification Agreement with United
Bank, a Virginia banking corporation (the “Bank”) modifying that certain Second Amended and Restated Loan and Security
Agreement dated June 30, 2014 by and among the Bank, Versar and the Co-Borrowers (as modified by a certain First Modification
Agreement dated as of July 1, 2014, the “Loan Agreement”). The Second Modification Agreement was dated and is
effective as of December 23, 2014. The Second Modification Agreement revises (i) the Liabilities to Tangible Net Worth covenant
of the Loan Agreement to require the ratio of Versar’s and its Consolidated Subsidiaries Total Consolidated Liabilities to
its Tangible Net Worth, as defined by the Loan Agreement, to not exceed 2.50 to 1.00 as of the end of each fiscal quarter and (ii) the
Minimum Tangible Net Worth covenant of the Loan Agreement to provide that Versar’s and its Consolidated Subsidiaries’
consolidated Tangible Net Worth, as defined by the Loan Agreement, must not as of the end of any fiscal quarter be less than $13,500,000.00.
Except as so modified, the Loan Agreement will continue in full force and effect in accordance with its terms.
A copy of the Second Modification Agreement is filed with this
report as Exhibit 10.1 and is incorporated by reference herein. The Loan Agreement was filed as Exhibit 10.2 to that certain Current
Report on Form 8-K filed by Versar on July 7, 2014 and is incorporated by reference herein. The foregoing description
of the Second Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the agreement.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Second Modification Agreement dated as of December 23, 2014 among Versar, Inc., certain of Versar’s subsidiaries
and United Bank |
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, thereunto duly authorized.
Dated: December 30, 2014 |
VERSAR, INC. |
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By: |
/s/ James D. Villa |
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James D. Villa |
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Senior Vice President and General Counsel |
Exhibit 10.1
SECOND MODIFICATION AGREEMENT
THIS SECOND MODIFICATION AGREEMENT (this
“Agreement”), effective as of the 23rd day of December 2014, is by and between UNITED BANK, a Virginia banking corporation
(the “Bank”); and VERSAR, INC., a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company,
VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc., CHARRON CONSTRUCTION CONSULTING, INCORPORATED,
a Virginia corporation, GEO-MARINE, INC., a Texas corporation and J.M. WALLER ASSOCIATES, INC., a Virginia corporation (individually
and collectively, the “Borrower”).
WITNESSETH THAT:
WHEREAS, the Borrower and the Bank are parties
to a certain Second Amended and Restated Loan and Security Agreement dated June 30, 2014 (as modified by a certain First Modification
Agreement dated as of July 1, 2014, the “Loan Agreement”); and
WHEREAS, the parties hereto desire to modify
the terms of the Loan Agreement.
NOW, THEREFORE, for Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. The Loan Agreement is hereby modified as follows:
(a)
Section VI(A)(3) is hereby replaced in its entirety with the following:
(3) Liabilities to Tangible Net Worth. The
ratio of Versar’s and its Consolidated Subsidiaries’ Total consolidated Liabilities to its Tangible Net Worth will
not, as of the end of each fiscal quarter, exceed 2.50 to 1.00.
(b)
Section VI(A)(4) is hereby replaced in its entirety with the following:
(4) Minimum Tangible Net Worth. Versar’s
and its Consolidated Subsidiaries’ consolidated Tangible Net Worth will not, as of the end of each fiscal quarter, be less
than $13,500,000.00.
2. The other “Loan Documents”, as defined in the Loan Agreement, are hereby modified to the extent necessary to
carry out the purposes of this Agreement.
3. The Borrower shall pay the Bank’s modification fee, in the amount of $1,000.00, and the Bank’s legal fees, in
the amount of $480.00, as part of this modification.
4. The Borrower hereby acknowledges and agrees that, as of the effective date hereof, there are no set-offs or defenses against
the Loan Agreement or the other Loan Documents.
5. The parties to this Agreement do not intend that this Agreement be construed as a novation of the Loan Agreement or any
of other Loan Documents.
6. Except as hereby expressly modified, the Loan Agreement shall otherwise be unchanged, shall remain in full force and effect,
and are hereby expressly approved, ratified and confirmed.
7. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia and shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors
and assigns.
WITNESS the following signatures and seals.
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UNITED BANK [SEAL] |
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By: |
/s/ E. Allen Schirmer |
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E. Allen Schirmer |
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Senior Vice President |
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VERSAR, INC. |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
EVP, Treasurer & CFO |
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GEOMET TECHNOLOGIES, LLC |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
VP & Treasurer |
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VERSAR INTERNATIONAL, INC. |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
VP & Treasurer |
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CHARRON CONSTRUCTION CONSULTING INCORPORATED |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
VP & Treasurer |
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GEO-MARINE, INC. |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
VP & Treasurer |
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J.M. WALLER ASSOCIATES, INC. |
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By: |
/s/ Cynthia Downes |
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Name: |
Cynthia Downes |
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Title: |
VP & Treasurer |
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