Current Report Filing (8-k)
May 07 2020 - 05:18PM
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):
May 3, 2020
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its
charter)
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Delaware |
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0-5286 |
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38-0715562 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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2700 West Front Street
Statesville, North Carolina
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28677 |
(Address of principal executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area
code: 704-873-7202
N/A
(Former name or former address, if changed since
last report.)
Securities registered pursuant to Section 12(b) of the
Act:
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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, $2.50 par
value |
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KEQU |
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NASDAQ Global Market |
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))
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 |
Entry into a Material Definitive Agreement.
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On May 7, 2020, Kewaunee Scientific Corporation (the
“Company”) obtained a loan (the “Loan”) from Wells Fargo Bank,
National Association (the “Lender”) in the aggregate amount of
$7,980,419 pursuant to the Paycheck Protection Program (“PPP”)
under the Coronavirus Aid, Relief, and Economic Security Act (the
“CARES Act”). The Loan is evidenced by a promissory note dated
May 3, 2020 (the “Note”). The Loan matures on May 3,
2022, bears interest at a fixed rate of 1.00% per annum, and is
unsecured and guaranteed by the Small Business Administration (the
“SBA”). Beginning on November 1, 2020, the Company is required
to make 18 monthly payments of principal and interest in the amount
of $338,611.74. All remaining unpaid principal, accrued interest,
and any other unpaid amounts shall be due and payable in full upon
maturity. The Note may be prepaid by the Company at any time prior
to maturity with no prepayment penalties. The Note provides for
customary events of default including, among other things, payment
defaults, making materially false or misleading representations to
the Lender or the SBA, or failing to comply with the provisions of
the Note. The Loan may be accelerated upon the occurrence of an
event of default.
Under the terms of the CARES Act, PPP loan recipients can apply for
and be granted forgiveness for all or a portion of such loans. Such
forgiveness will be determined, subject to limitations, based on
the use of loan proceeds for payment of payroll costs and any
covered payments of mortgage interest, rent, and utilities. The
Company intends to apply to the Lender for forgiveness of the Loan
in accordance with the terms of the CARES Act; however, no
assurance can be provided that the Company will obtain forgiveness
of the Loan in whole or in part.
A copy of the promissory note will be filed as an exhibit to the
Company’s Form 10-K for the
fiscal year ended April 30, 2020.
Item 2.03 |
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
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Reference is made to the disclosure under Item 1.01 above which is
hereby incorporated by reference into this Item 2.03.
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 hereunto duly authorized.
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(Registrant) |
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Kewaunee Scientific Corporation |
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Date: May 7, 2020 |
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/s/ Donald
T. Gardner III |
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Donald T. Gardner III |
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Vice President, Finance and
Chief Financial Officer
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