Current Report Filing (8-k)
July 30 2018 - 5:11PM
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 24, 2018
EACO CORPORATION
(Exact name of registrant as specified in
its charter)
Florida
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000-14311
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59-2597349
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1500 N. Lakeview Loop, Anaheim, California
92807
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code:
(714) 876-2490
Not Applicable
(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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¨
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Written communications pursuant to Rule 425 under
the Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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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; and
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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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On July 24, 2018, EACO
Corporation (“
EACO
”), Bisco Industries, Inc., a wholly-owned subsidiary of
EACO (“
Bisco
”), and Glen F. Ceiley, EACO’s Chief Executive Officer and majority
shareholder, entered into a Change in Terms Agreement dated July 12, 2018 (the “
Amendment
”) with
Community Bank (the “
Lender
”). The Amendment modifies the Bisco’s $10,000,000 line of credit
with Lender pursuant to that certain Business Loan Agreement dated June 14, 2016 between Bisco and Lender and the related
Promissory Note of Bisco (collectively, the “
Agreement
”) (i) to extend the expiration date of the
line of credit under the Agreement from March 1, 2019 to August 20, 2020; (ii) to reduce the default variable interest index
rate by .500% (Wall Street Journal Prime Rate less .500%); and (iii) to add the following two other interest rate options
that Bisco may select subject to the requirements in the Amendment provided that Bisco is not in default under the Agreement:
(A) One Hundred Eighty (180) day Libor Rate plus a margin of 1.550%; or (B) the One (1) Year Libor plus a margin of 1.550%,
as more fully described in the Amendment. As of July 24, 2018, the outstanding principal balance under this line of credit
was $3,278,000. The Agreement contains financial and other covenants that have not been modified by the Amendment.
Concurrent with the execution of the
Amendment, EACO and Bisco entered into a Commercial Security Agreement with the Lender (the “Security
Agreement”), pursuant to which EACO granted the Lender a security interest in substantially all of EACO’s
personal property to secure Bisco’s obligations under the Agreement, as amended by the Amendment. Bisco previously
entered into a Commercial Security Agreement dated May 11, 2017 with the Lender, pursuant to which Bisco granted the Lender a
security interest in substantially all of Bisco’s personal property.
On July 24, 2018, EACO and Bisco also
entered into a similar Change in Terms Agreement dated July 13, 2018 (the “
CD Amendment
”) with the
Lender to amend the Business Loan Agreement and related $100,000 Promissory Note dated July 12, 2016 with Comerica Bank,
which was entered into to obtain a $100,000 certificate of deposit as security for EACO’s workers’
compensation requirements (the “
CD
”). Pursuant to the CD Amendment, the CD was extended from July
1, 2018 to August 1, 2019.
The foregoing descriptions of the Amendment,
the Security Agreement and the CD Amendment are not complete and are qualified in their entirety by reference to the full text
of such documents, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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No.
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Description
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10.1
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Change in Terms Agreement dated July 12, 2018 ($10,000,000 line of credit) among Bisco, Glen R. Ceiley and Community Bank (executed on July 24, 2018).
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10.2
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Commercial Security Agreement dated July 12, 2018 among EACO and Community Bank (executed on July 24, 2018).
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10.3
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Change in Terms Agreement dated July 13, 2018 ($100,000 CD) among EACO and Community Bank (executed on July 24, 2018).
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July 30, 2018
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EACO CORPORATION
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By:
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/S/ GLEN CEILEY
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Glen Ceiley, Chief Executive Officer
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