Current Report Filing (8-k)
June 21 2019 - 3:39PM
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): June
18, 2019
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.)
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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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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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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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) On June 19, 2019, Kewaunee Scientific Corporation (the Company) entered into a Security Agreement (the Security
Agreement) with Wells Fargo Bank, National Association (the Bank), in connection with a waiver letter (the Letter) executed by the Bank and the Company on that date. Pursuant to the Security Agreement, the Company has
granted a security interest in substantially all of its assets to the Bank in order to secure the Companys obligations under the Credit and Security Agreement, dated as of May 6, 2013, as amended (the Credit Agreement),
between the Company and the Bank, as well as any other obligations of the Company to the Bank. In the Letter, the Bank agreed to waive breaches of certain specified financial ratio covenants contained in the Credit Agreement, and the Company agreed
to enter into an amendment to the Credit Agreement that will incorporate the terms of the Security Agreement in the Credit Agreement.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e) Effective June 18, 2019, the Company entered into new Change
of Control Employment Agreements with each of Thomas D. Hull III (President and Chief Executive Officer), Donald T. Gardner III (Vice President of Finance, Chief Financial Officer, Secretary and Treasurer), Michael D. Rok (Vice President,
Manufacturing Operations), Kurt P. Rindoks (Vice President, Product Development and International Sourcing), Elizabeth D. Phillips (Vice President, Human Resources), Ryan S. Noble (Vice President, Sales and MarketingAmericas) and Lisa L. Ryan
(Vice President, Construction/Customer Service). The Change of Control Agreements are substantially similar to agreements that were previously in place for each of these officers. In addition to certain minor updating changes, the agreements now
have an initial one year term, with that initial term being automatically renewed on a year to year basis unless either party gives notice of termination at least 30 days before the next renewal date.
The foregoing description is qualified in its entirety by reference to the Change of Control Agreements, copies of which are filed as exhibits
to this Report on Form
8-K
and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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: June 21, 2019
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/s/ Thomas D. Hull III
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Thomas D. Hull III
President
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Chief Executive Officer
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4
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