VSR Versar, Inc. (delisted)

 

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		1-9309		54-0852979
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
6850 Versar Center Springfield, Virginia 22151
(Address of principal executive offices)
(Zip Code)
(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:

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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

 

(d)

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.
	By:	/s/ James D. Villa
		James D. Villa
		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.

 

	UNITED BANK [SEAL]
	By:	/s/ E. Allen Schirmer
		E. Allen Schirmer
		Senior Vice President
	VERSAR, INC.
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	EVP, Treasurer & CFO
	GEOMET TECHNOLOGIES, LLC
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	VP & Treasurer
	VERSAR INTERNATIONAL, INC.
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	VP & Treasurer

 

 

	CHARRON CONSTRUCTION CONSULTING INCORPORATED
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	VP & Treasurer
	GEO-MARINE, INC.
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	VP & Treasurer
	J.M. WALLER ASSOCIATES, INC.
	By:	/s/ Cynthia Downes
		Name:	Cynthia Downes
		Title:	VP & Treasurer