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): June 15, 2012
AEROSONIC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-11750 | 74-1668471 |
| State or other jurisdiction of incorporation or organization |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1212 North Hercules Avenue
Clearwater, Florida 33765
(Address of principal executive offices and Zip Code)
(727) 461-3000
(Registrant’s telephone number, including Area Code)
Not applicable
(Former name, former address and former fiscal year, 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2012, Aerosonic Corporation (the “Company”) entered into the First Amendment to Amended and Restated Revolving Line of Credit Note (“Amendment”) with BMO Harris Bank N.A. The Amendment provides that it is effective as of June 27, 2012 and extends the maturity date of the Revolving Line of Credit Note (the “Note”) from June 27, 2012 to June 27, 2013. The Amendment also establishes the Revolving Credit Limit under the Note at $4,000,000. The foregoing summary of the Amendment is not complete and is qualified in its entirety by the actual terms of 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 18, 2012, the Board of Directors (the “Board”) of the Company approved cash incentive awards for fiscal year 2012 to the named executive officers identified in the 2012 Summary Compensation Table in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 30, 2012. The Board approved the awards based on a recommendation from its Compensation Committee.
The following table sets forth the awards and updated amounts of total compensation previously provided in the 2012 Summary Compensation Table, which amounts have been re-calculated to reflect the awards:
| Name and Principal Position | Cash Incentive Awards | Total | ||||||
| Douglas J. Hillman, President & Chief Executive Officer | $ | 70,584 | $ | 367,531 | ||||
| Kevin J. Purcell, Executive Vice President & Chief Financial Officer | $ | 39,280 | $ | 261,663 | ||||
| Thomas W. Cason, Executive Vice President and Chief Operating Officer | $ | 40,762 | $ | 250,601 | ||||
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.
| AEROSONIC CORPORATION | |||
| Dated: June 21, 2012 | By: | /s/ Kevin J. Purcell | |
| Kevin J. Purcell | |||
| Executive Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit Number | Description | |
| Exhibit 10.1 | The First Amendment to Amended and Restated Revolving Line of Credit Note dated as of June 27, 2012 made by and between BMO Harris Bank N.A., a national bank, and Aerosonic Corporation, a Delaware corporation. |
Exhibit 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE (the “Amendment”) dated as of June 27, 2012 (the “Effective Date”) is made by and between BMO HARRIS BANK N.A., a national bank, as successor by merger to M&I Marshall & Ilsley Bank (“Lender”), and AEROSONIC CORPORATION, a Delaware corporation (“Borrower”).
WITNESSETH
WHEREAS, Borrower and Lender entered into that certain Loan Agreement dated April 30, 2010 as amended by that certain (i) First Amendment to Loan Agreement dated January 6, 2011; (ii) Joint Amendment to Loan Agreement and Revolving Line of Credit Note dated April 29, 2011; (iii) Joint Amendment to Loan Agreement and Revolving Line of Credit Note dated June 27, 2011; and (iv) Second Amendment to Loan Agreement dated September 26, 2011 (as may be further amended, restated, modified or supplemented and in effect from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
WHEREAS, pursuant to the Loan Agreement, Borrower issued to Lender that certain (i) Amended and Restated Revolving Line of Credit Note dated September 26, 2011 in the original principal amount of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “Revolving Credit Note”); (ii) Interest Bearing Installment Note dated April 30, 2010 in the original principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “Real Estate Installment Note”); (iii) Interest Bearing Installment Note dated April 30, 2010 in the original principal amount of One Million Nine Hundred Thousand and No/100 Dollars ($1,900,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “Term Note”); and (iv) Equipment Line of Credit Note dated April 30, 2010 in the original principal amount of Seven Hundred Thousand and No/100 Dollars ($700,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “Equipment Note,” collectively with the Revolving Credit Note, Real Estate Installment Note and Term Note, the “Notes”).
WHEREAS, to secure Borrower’s payment of the Notes and Borrower’s performance under the Loan Agreement, Borrower, among other things, executed and delivered to Lender that certain (i) Mortgage, Security Agreement and Assignment of Rents dated April 30, 2010, recorded in the Official Records of Pinellas County, Florida at O.R. Book 16909 Pages 2344-2362 (the “Mortgage”), whereby Borrower granted a security interest in the real and personal property described therein to Lender; (ii) Collateral Assignment of Rents and Leases dated April 30, 2010, recorded in the Official Records of Pinellas County, Florida at O.R. Book 16909 Pages 2363-2369 (as may be amended, restated, modified or supplemented and in effect from time to time, the “Collateral Assignment”); and (iii) Security Agreement dated April 30, 2010 executed by Borrower in favor of Lender (the “Security Agreement”) granting Lender a security interest in certain collateral more particularly described therein.
WHEREAS, to further secure Borrower’s payment of the Notes and Borrower’s performance under the Loan Agreement, Avionics Specialties, Inc., a Virginia corporation, and OP Technologies, Inc., an Oregon corporation (each a “Guarantor” and collectively, the “Guarantors”) each executed and delivered an unconditional Guaranty Agreement dated April 30, 2010 guarantying payment and performance by Borrower of all obligations evidenced by the Notes and Loan Agreement (such guarantees collectively referred to herein as the “Guaranty”).
WHEREAS, to secure Guarantor’s obligations and performance under the Guaranty, each Guarantor, among other things, executed and delivered to Lender that certain Security Agreement dated April 30, 2010 (the “Guarantor Security Agreement”) granting Lender a security interest in certain collateral more particularly described therein. The Loan Agreement, Notes, Mortgage, Collateral Assignment, Security Agreement, Guaranty, Guarantor Security Agreement and any and all documents executed in connection therewith shall be referred to herein as the “Loan Documents.”
WHEREAS, as of June 1, 2012, the aggregate outstanding principal balance of the Notes is $8,063,688.00.
WHEREAS, the Revolving Credit Note matures on June 27, 2012 and Borrower wishes to extend the maturity date of the Revolving Credit Note, and although Lender is under no obligation to do so, Lender is willing to extend the maturity date of the Revolving Credit Note to June 27, 2013 under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the execution and delivery of this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Recitals. The parties hereto hereby affirm all recitals and statements above as true and correct and hereby incorporate such recitals into this Amendment.
Amendment to Revolving Credit Note. Section 3 of the Revolving Credit Note is hereby amended so that, from and after the Effective Date, it shall read as follows:
“Maturity Date. The “Maturity Date” for purposes of this Note means June 27, 2013.”
Revolving Credit Limit. The Borrower hereby acknowledges and agrees that the Revolving Credit Limit under the Revolving Credit Note is Four Million and No/100 Dollars ($4,000,000).
Conditions to Effectiveness. This Amendment shall become effective as of the Effective Date upon Lender receiving the following items, in form and content acceptable to Lender in its sole discretion:
Lender shall receive counterpart originals of this Amendment executed by all parties listed on the signature page(s) hereto and originals or certified or other copies of such other documents as the Lender may reasonably request.
Lender shall receive evidence that the execution, delivery and performance by Borrower of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.
Representations, Warranties and Covenants. By executing this Amendment, Borrower represents and warrants to Lender that (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Agreement, the Notes or the Loan Documents except for those events, if any, that have been disclosed in writing to Lender or waived in writing by Lender; (b) the representations and warranties in the Loan Agreement are true as of the date of this Amendment as if made on the date hereof; (c) the financial statements and other financial information most recently provided to Lender are correct and complete in all material respects and fairly represent the financial condition of Borrower as at the date thereof and fairly represent the results of the operations of Borrower for the period covered thereby; (d) there has been no material adverse change in the business, properties, or condition, financial or otherwise, of Borrower since the date of such financial statements or other information; (e) this Amendment does not conflict with any law, agreement, or obligation by which Borrower is bound, and (f) this Amendment is within Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s organization papers.
Reaffirmation. Except as modified hereby, all of the terms, covenants and conditions of the Loan Agreement, Notes, Mortgage, Collateral Assignment, Security Agreement and all other Loan Documents are ratified, reaffirmed, and confirmed and shall continue in full force and effect. The Mortgage, Collateral Assignment, Security Agreement, Guaranty, Guarantor Security Agreement and all other security agreements, mortgages and other similar instruments between Borrower and Lender shall continue to secure payment of the Notes. Should any term or provision of the Loan Agreement or Notes conflict with the terms or provisions contained in this Amendment, the terms and provisions of this Amendment shall be controlling. This Amendment is not intended to be, nor shall it be construed to be, a novation or an accord and satisfaction of any other obligation or liability of Borrower to Lender.
Fees and Costs. Contemporaneous with the execution of this Amendment, Borrower shall pay to the Lender (a) a renewal fee equal to Five Thousand and No/Dollars ($5,000); and (b) all costs, expenses and attorneys’ fees incurred by Lender in connection with this Amendment.
Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.
FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
| LENDER: | BORROWER: |
| BMO HARRIS BANK N.A. | AEROSONIC CORPORATION |
| By: /s/ John Astrab | By: /s/ Douglas J. Hillman |
| Its: Assistant Vice President | Its: President & CEO |
| Name: John Astrab | Name: Douglas J. Hillman |
| By: /s/ William Amoriello | |
| Its: Assistant Vice President | |
| Name: William Amoriello |
Signature page to First Amendment to Amended and Restated Revolving Line of Credit Note
CONSENT AND REAFFIRMATION OF GUARANTORS
The undersigned, each a guarantor of Borrower’s obligations to Lender pursuant to the Guaranty executed by the undersigned in favor of Lender, hereby (i) acknowledges and consents to the execution, delivery, and performance by Borrower of the foregoing First Amendment to Amended and Restated Revolving Line of Credit Note; (ii) warrants and covenants to Lender that, except to the extent previously disclosed to Lender in writing, all representations and warranties previously made by Guarantor to Lender are true, complete, and accurate as of the date of this Consent and Reaffirmation of Guarantors; and (iii) reaffirms and agrees that the Guaranty to which the undersigned is party and all other documents and agreements executed and delivered by either the undersigned or Borrower to Lender in connection with the indebtedness represented by the Notes, the Loan Agreement and Loan Documents are all in full force and effect, without defense, offset, or counterclaim, or alternatively, that any such right of defense, offset or counterclaim is hereby expressly waived.
IN WITNESS WHEREOF, the undersigned has duly consented to the First Amendment to Amended and Restated Revolving Line of Credit Note by execution and delivery to Lender of this Consent and Reaffirmation of Guarantors as of the day and year first above written.
| GUARANTORS: | |
| AVIONICS SPECIALTIES, INC. | |
| By: /s/ Douglas J. Hillman | |
| Name: Douglas J. Hillman | |
| Its: CEO | |
| OP TECHNOLOGIES, INC. | |
| By: /s/ Douglas J. Hillman | |
| Name: Douglas J. Hillman | |
| Its: CEO |
International Waters Closing Affidavit
BEFORE ME, the undersigned, a licensed captain of the Above Average, personally appeared John Astrab and William Amoriello, each officers of BMO Harris Bank N.A., a national bank, as successor by merger to M&I Marshall & Ilsley Bank (the “Lender”), and Douglas J. Hillman, the President and CEO of Aerosonic Corporation, a Delaware corporation (the “Borrower”), who, being by me first duly sworn, stated:
1. On the date hereof, Borrower executed that certain First Amendment to Amended and Restated Revolving Line of Credit Note, dated as of June 27, 2012, by and between the Borrower and Lender (the “Amendment”) on the Above Average, at a latitude of 28.04.347N and longitude of 83.01.966W, which is not located in Florida territorial waters.
2. Borrower personally delivered the Amendment to the Lender, and Lender accepted the Amendment on the date hereof on the Above Average, at a latitude of 28.04.347N and longitude of 83.01.966W, which is not located in Florida territorial waters.
DATED this 15th day of June, 2012.
| AEROSONIC CORPORATION | BMO HARRIS BANK N.A. |
| By: /s/ Douglas J. Hillman | By: /s/ John Astrab |
| Its: President & CEO | Its: Assistant Vice President |
| Name: Douglas J. Hillman | Name: John Astrab |
| BMO HARRIS BANK N.A. | |
| By: /s/ William Amoriello | |
| Its: Assistant Vice President | |
| Name: William Amoriello |
SWORN to and subscribed before me this 15th day of June, 2012, a licensed captain.
/s/ Richard Nicajevsky
Print Name: Richard Nicajevsky
Title: Owner/Operator/Captain, #1215794