Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 24K
2: EX-10.1 Credit Agreement HTML 105K
3: EX-10.2 Line of Credit Note HTML 32K
4: EX-10.3 Continuing Guaranty HTML 56K
5: EX-10.4 Continuing Security Agreement HTML 30K
Registrant’s telephone number, including area code:
(321)
984-1414
N/A
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:
☐
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
Trading
Symbol(s)
Name of
each exchange on which registered
Common Stock, par value $0.60 per share
BKTI
NYSE American
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.
See the
information set forth in Item 2.03 of this Current Report on Form
8-K (this “Current Report”), which is incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
of the Registrant.
On
January 30, 2020, BK Technologies, Inc. (the
“Borrower”), a wholly-owned subsidiary of BK
Technologies Corporation (the “Holding Company”),
entered into a $5.0 million Credit Agreement and a related Line of
Credit Note (the “Note” and collectively with the
Credit Agreement, the “Credit Agreement”) with JPMorgan
Chase Bank, N.A. (the “Lender”).
The
Credit Agreement provides for a revolving line of credit of up to
$5.0 million, with availability under the line of credit subject to
a borrowing base calculated as a percentage of accounts receivable
and inventory. The line of credit will expire on January 31, 2021.
Proceeds of borrowings under the Credit Agreement may be used for
general corporate purposes. The line of credit is secured by a
blanket lien on all personal property of the Borrower pursuant to
the terms of the Continuing Security Agreement with the Lender. The
Holding Company and each subsidiary of the Borrower are guarantors
of the Borrower’s obligations under the Credit Agreement, in
accordance with the terms of the Continuing Guaranty.
Borrowings under
the Credit Agreement will bear interest at a rate per annum equal
to one-month LIBOR (or zero if the LIBOR rate is less than zero)
plus a margin of 1.90%. The line of credit is to be repaid in
monthly payments of interest only, payable in arrears, commencing
on February 1, 2020, with all outstanding principal and interest to
be payable in full at maturity.
The
Credit Agreement contains certain restrictive covenants customary
for transactions of this type, including restrictions on liens,
indebtedness, loans and guarantees, acquisitions and mergers, sales
of assets, and stock repurchases by the Borrower. The Credit
Agreement contains one financial covenant requiring the Borrower to
maintain a tangible net worth of at least $20.0 million at any
fiscal quarter end.
The
Credit Agreement provides for customary events of default,
including: (1) failure to pay principal, interest or fees under the
Credit Agreement when due and payable; (2) failure to comply with
other covenants and agreements contained in the Credit Agreement
and the other documents executed in connection therewith; (3) the
making of false or inaccurate representations and warranties; (4)
defaults under other agreements with the Lender or under other debt
or other obligations of the Borrower; (5) money judgments and
material adverse changes; (6) a change in control or ceasing to
operate business in the ordinary course; and (7) certain events of
bankruptcy or insolvency. Upon the occurrence of an event of
default, the Lender may declare the entire unpaid balance
immediately due and payable and/or exercise any and all remedial
and other rights under the Credit Agreement.
The
foregoing description of the Credit Agreement, the Note, the
Continuing Guaranty and the Continuing Security Agreement is a
summary only, does not purport to be complete, and is qualified in
its entirety by reference to the full text of the Credit Agreement,
the Note, the Continuing Guaranty, and the Continuing Security
Agreement filed as Exhibit 10.1,
Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this Current
Report and incorporated herein by reference.
Continuing
Guaranty, executed as of January 30, 2020, by and among JPMorgan
Chase Bank, N.A., as lender, and BK Technologies Corporation and
RELM Communications, Inc., as guarantors.
Continuing
Security Agreement, executed as of January 30, 2020, by and between
JPMorgan Chase Bank, N.A., as lender, and BK Technologies, Inc., as
pledgor.
C:
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.
