- Current report filing (8-K)
February 26 2010 - 3:53PM
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):
February 24,
2010
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PANELTECH
INTERNATIONAL HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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333-145211
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20-4748555
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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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2999
John Stevens Way, Hoquiam, WA
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98550
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(360)
538-1480
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(Former
Name or Former Address, If Changed Since Last Report)
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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 (
see
General
Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
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
Commercial
Guaranty
On February 24, 2010, Paneltech
International Holdings, Inc. (the “Registrant”) entered into a Commercial
Guaranty (the “Commercial Guaranty”) pursuant to which the Registrant guaranteed
the full and punctual payment and satisfaction of indebtedness of the
Registrant’s wholly owned subsidiary, Paneltech Products, Inc. (“Paneltech
Products”) to ShoreBank Pacific (“Shorebank”) in connection with the Shorebank
Facility (as defined below) and the performance by Paneltech Products of all
obligations in connection therewith.
Pursuant
to an Assumption Agreement dated December 23, 2009 (the “Assumption Agreement”),
between Paneltech Products and Shorebank, which was entered into in connection
with the merger of Paneltech International, L.L.C. (“Paneltech LLC”) with and
into Paneltech Products (the “Merger”), Paneltech Products assumed and agreed to
pay and perform all covenants and obligations of Paneltech LLC set forth in the
loan documents between Shorebank and Paneltech LLC, as if such loan documents
had originally been made, executed and delivered by Paneltech
Products. By operation of law as a result of the Merger, and by
virtue of the Assumption Agreement and certain consents delivered by Shorebank,
Paneltech Products assumed a $1,500,000 line of credit that Paneltech LLC had
with Shorebank (the “Shorebank Facility”). The Shorebank Facility is
currently set to expire on February 28, 2010, and is secured by accounts
receivable, inventory, equipment and the personal guarantees from the former
members of Paneltech LLC. Pursuant to the Assumption Agreement, the
Registrant is required to enter into this Commercial Guaranty and Paneltech
Products is required to enter into the Security Agreement described
below.
Commercial
Security Agreement
On
February 24, 2010, Paneltech Products and Shorebank entered into a Commercial
Security Agreement (the “Security Agreement”) in order to secure indebtedness
under the Shorebank Facility described above. Under the terms of the Security
Agreement, Paneltech Products granted Shorebank a security interest in
certain Collateral (as defined in the Security Agreement), which includes all
inventory, equipment, fixtures, accounts and other property more fully described
in the Security Agreement. Paneltech Products was required to enter into
the Security Agreement under the terms of the Assumption Agreement described
above.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference.
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 thereunto
duly authorized.
Date:
February 26, 2010
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PANELTECH
INTERNATIONAL HOLDINGS, INC.
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By:
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/s/
Scott Olmstead
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Scott
Olmstead
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Chief
Financial Officer and Secretary
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