8-KThe WireStrategic
Material Agreement · New Debt / Obligation
Filed Dec 8, 2016 · 9y ago · Accession 0001144204-16-138608
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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 6, 2016
Hurco Companies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
0-9143
35-1150732
(Commission File Number)
(IRS Employer Identification No.)
One Technology Way
Indianapolis, Indiana
46268
(Address of Principal Executive Offices)
(Zip Code)
(317) 293-5309
(Registrant's Telephone Number, Including Area Code)
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 ( 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))
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Item 1.01
Entry into a Material Definitive Agreement.
As of December 6,
2016: (1) Hurco Companies, Inc. (the " Company ") and JPMorgan Chase Bank, N.A. (“ Chase ”), as
Administrative Agent, Issuing Bank and the Lender, entered into a Fourth Amendment to Credit Agreement, and the Company entered
into a related Replacement Revolving Note; and (2) certain wholly-owned subsidiaries of the Company entered into a Reaffirmation
of Guaranty and a Supplement No. 1 to Subsidiary Guaranty (collectively, the transactions contemplated by the foregoing, the “ Fourth
Amendment ”). The Fourth Amendment amends the Credit Agreement, dated as of December 7, 2012, among the Company, the Lenders
party thereto and Chase, as Administrative Agent (as amended, restated and otherwise modified from time to time, the “ U.S.
Credit Agreement ”), the Subsidiary Guaranty dated December 7, 2012 entered into thereunder (as amended, restated or otherwise
modified from time to time, the “ Subsidiary Guaranty ”), and other documents and/or transactions contemplated
thereby, as follows:
· increased the unsecured revolving credit facility
from $12.5 million to $15.0 million;
· increased the maximum limitation on the amount of
cash dividends that may be paid by the Company in any calendar year from $4.0 million to $5.0 million (with payment permitted
so long as no default or event of default shall have occurred and be continuing or would result therefrom);
· extended the scheduled maturity date under the U.S.
Credit Agreement from December 7, 2016 to December 31, 2018;
· increased the Company’s financial covenant regarding
required minimum working capital from $90.0 million to $105.0 million;
· increased the Company’s financial covenant regarding
required minimum tangible net worth from $120.0 million to $125.0 million;
· provided
that the minimum interest rate permitted for borrowings under the U.S. Credit Agreement
is zero percent (0%); and
· required Milltronics USA, Inc., a wholly-owned subsidiary
of the Company (“ Milltronics ”), to agree to be bound by the terms of the Subsidiary Guaranty, pursuant to which
Milltronics guarantees the obligations of the Company under the Credit Agreement and transactions contemplated thereunder.
The foregoing summary
of the Fourth Amendment is qualified in its entirety by reference to the complete terms and provisions of the Fourth Amendment
to Credit Agreement and the Replacement Revolving Note that are filed herewith as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.
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Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
Description
10.1
Fourth Amendment to Credit Agreement, dated as of December 6,
2016, between Hurco Companies, Inc. and JPMorgan Chase Bank, N.A.
10.2
Replacement Revolving Note, dated as of December 6, 2016 by Hurco Companies, Inc. for the benefit of JPMorgan Chase Bank, N.A.
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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.
HURCO COMPANIES, INC.
By:
/s/ Sonja K. McClelland
Name:
Sonja K. McClelland
Title:
Vice-President, Secretary, Treasurer and Chief Financial Officer
Dated: December 8, 2016
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EXHIBIT INDEX
Exhibit No.
Description
10.1
Fourth Amendment to Credit Agreement, dated as of December 6, 2016, between Hurco Companies, Inc. and JPMorgan Chase Bank, N.A.
10.2
Replacement Revolving Note, dated as of December 6, 2016 by Hurco Companies, Inc. for the benefit of JPMorgan Chase Bank, N.A.
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Filing details
- Company
- HURCO COMPANIES INC
- Ticker
- HURC
- CIK
- 315374
- Form type
- 8-K
- Filing date
- Dec 8, 2016
- Report date
- Dec 6, 2016
- Document
- v454687_8k.htm
- Size
- 104 KB