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): October 25, 2011
VERSAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9309
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54-0852979 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6850 Versar Center
Springfield, Virginia
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22151 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (703) 750-3000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 October 25, 2011, Versar Inc. (the Company) and certain of its wholly-owned subsidiaries
entered into an Eleventh Modification Agreement with United Bank (the Bank) for the purpose of
renewing and extending the Companys existing credit facility pursuant to the Loan and Security
Agreement dated September 26, 2003 (as modified in accordance with that certain First Modification
Agreement dated as of May 12, 2004, that certain Third Modification Agreement dated as of November
30, 2005 (a second modification having been drafted but never executed and delivered), that certain
Fourth Modification Agreement dated as September 28, 2006, that certain Fifth Modification
Agreement dated as of September 24, 2007, that certain Sixth Modification Agreement dated September
30, 2009, that certain Seventh Modification Agreement dated January 5, 2010, that certain Eighth
Modification Agreement dated March 17, 2010, that certain Ninth Modification Agreement dated as of
September 30, 2010 and that certain Tenth Modification Agreement dated as of September 25, 2011).
Pursuant to the Eleventh Modification Agreement, the maturity date of the existing credit facility
was extended to September 25, 2012. In addition, the aggregate principal amount the Company may
borrow under the Bank line of credit was increased from $10,000,000 to $15,000,000 (the
Commitment). The interest on the unpaid balance shall accrue at a rate equal at all times to
the prime rate minus one half of one percent (0.50%); provided, that the interest rate will not be
less than three and one-half percent (3.5%) per annum. Also, the Company is required to pay an
administration fee of $1,000 per month and a commitment fee at the rate of 0.17% per annum on the
unused portion of the Commitment. Further, the Eleventh Modification Agreement revised certain
financial covenants applicable to the borrower under the credit facility by increasing the required
minimum tangible net worth from $17,500,000 to $18,500,000 and decreasing the maximum total
liabilities to tangible net worth ratio covenant from a ratio of 2.5 to 1 to a ratio of 2.0 to 1.
A copy of the Eleventh Modification Agreement is filed with this Report as Exhibit 10.1 and
incorporated by reference herein. The foregoing description of the Eleventh 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 |
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Eleventh Modification Agreement dated as of October 25, 2011. |
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99.1 |
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Press release issued by the Versar, Inc. on October 26, 2011. |
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.
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Dated: October 28, 2011 |
VERSAR, INC.
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By: |
/s/ James C. Dobbs
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James C. Dobbs |
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Senior Vice President and General Counsel |
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