Current Report Filing (8-k)
April 09 2021 - 4:05PM
Edgar (US Regulatory)
0001158114
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0001158114
2021-04-05
2021-04-05
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xbrli:shares
iso4217:USD
xbrli:shares
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):
April 5, 2021
______________
Applied
Optoelectronics, Inc.
(Exact name of Registrant as specified
in its charter)
Delaware
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001-36083
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76-0533927
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(State of Incorporation)
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(Commission File Number)
|
(I.R.S. Employer Identification No.)
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13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
(address of principal executive offices
and zip code)
(281) 295-1800
(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:
☐ 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))
Securities registered pursuant to Section
12(b) of the Act:
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, Par value $0.001
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AAOI
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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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On April 5, 2021, Applied
Optoelectronics, Inc. (the “Company”) executed a Fifth Amendment to Loan Agreement and a Fourth Amendment to Security Agreement,
a Note Modification Agreement, and an Addendum to Promissory Note (together the “Amended Credit Facility”) with Truist Bank
(the “Lender”), formerly Branch Banking and Trust Company. The Amended Credit Facility renews the $20 million line of credit
with Lender originally entered into on September 28, 2017 (the “Credit Line”). Under the terms of the Amended Credit Facility
the maturity date of the Credit Line is extended from April 2, 2021 to October 15, 2022.
Borrowings under the Amended
Credit Facility will be used for general corporate purposes and will bear interest at a rate equal to the London Interbank Offered Rate
(LIBOR) plus 1.50%, with a LIBOR floor of 0.75%. The Company will make monthly payments of accrued interest with the final monthly payment
being for all principal and any accrued interest not yet paid.
The Company’s obligations
under the Credit Line is secured by the Company’s accounts receivable, inventory, intellectual property, all business assets with
the exception of real estate and equipment. The Credit Line requires the Company to maintain certain financial covenants and also contains
representations and warranties, and events of default applicable to the Company that are customary for agreements of this type.
The foregoing description
of the Amended Credit Facility does not purport to be a complete statement of the parties’ rights and obligations under such documents
and is qualified in its entirety by reference to the full text of the Fifth Amendment to Loan Agreement and Fourth Amendment to Security
Agreement, the Note modification Agreement, and the Addendum to Promissory Note, dated April 5, 2021, copies of which are attached as
Exhibit 10.1 through 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
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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The information contained in Item 1.01 of this
Current Report on Form 8-K with respect to the Amended Credit Facility is incorporated by reference herein and made a part hereof.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
10.1
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Fifth Amendment to Loan Agreement and Fourth Amendment to Security Agreement, dated April 5, 2021, between Applied Optoelectronics, Inc. and Truist Bank.
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|
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10.2
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Note Modification Agreement, dated April 5, 2021, between Applied Optoelectronics, Inc. and Truist Bank.
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|
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10.3
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Addendum to Promissory Note, dated April 5, 2021, between Applied Optoelectronics, Inc. and Truist Bank.
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104
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Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
|
|
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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.
Date: April 9, 2021
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APPLIED OPTOELECTRONICS, INC.
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|
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By: /s/ David C. Kuo
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David C. Kuo
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General Counsel and Secretary
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