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): July 20, 2020

 

 

Kewaunee Scientific Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-5286   38-0715562

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

2700 West Front Street

Statesville, North Carolina

   28677
(Address of principal executive offices)   (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:

 

Title of each class

   

Trading Symbol(s)

   

Name of each exchange
on which registered
Common Stock, $2.50 par value    KEQU    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

 

  (a)

On July 20, 2020, Kewaunee Scientific Corporation (the “Company”) entered into a Ninth Amendment to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waiver (the “Amendment”) with Wells Fargo Bank, National Association (the “Bank”). The Amendment made certain changes to the Credit and Security Agreement, dated as of May 6, 2013, as amended (the “Credit Agreement”), between the Company and the Bank, and to the Revolving Line of Credit Note, dated May 6, 2013, made by the Company and payable to the order of the Bank, as amended (the “Revolving Note”). The changes included (i) revising the amounts under the minimum EBITDA covenant applicable to the first three fiscal quarters of fiscal 2021 (to $0 for the quarter ending July 31, 2020, $0 for the quarter ending October 31, 2020, determined for the two-quarter period then ending, and $350,000 for the quarter ending fiscal January 31, 2021, determined for the three-quarter period then ending, respectively); (ii) reducing the amount under the minimum liquidity covenant (from $3,000,000 to $2,000,000); (iii) changing the Applicable Margin for LIBOR advances to 4.00%, and for Prime Rate advances to 3.00%; and (iv) certain other related and/or immaterial changes. In addition, the Amendment included a waiver of any noncompliance with the minimum EBITDA covenant during the fiscal quarter ended April 30, 2020. The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit
Number

   

Description
10.1    Ninth Amendment to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waiver (the “Amendment”) dated as of July  20, 2020 with Wells Fargo Bank, National Association.

 

2

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.

 

      (Registrant)
      Kewaunee Scientific Corporation
Date:July 24, 2020      

/s/ Donald T. Gardner III
      Donald T. Gardner III
      Vice President, Finance and Chief Financial Officer

 

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