8-K

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):  November 16, 2016

SUPREME INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8183	75-1670945
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

P.O. Box 237

2581 E. Kercher Road

Goshen, Indiana 46528

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (574) 642-3070

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On November 16, 2016, Supreme Industries, Inc. (the “Borrower”) entered into an amendment of its April 29, 2013 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, a national banking association, and BMO Harris Bank, N.A. (the “Lenders”), dated to be effective November 16, 2016.  Supreme Corporation and certain other subsidiaries of the Borrower (collectively, the “Guarantors”), have acknowledged this amendment.

The amendment (“Amendment No. 4 to Credit Agreement”) permits the Borrower to issue a special dividend of up to $6,500,000 on or about January 2, 2017.

The foregoing description of the Amendment No. 4 to Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Amendment No. 4 to Credit Agreement which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 8.01Other Events.

On November 17, 2016, Supreme Industries, Inc. issued a press release announcing a special cash dividend of $0.265 per share on its outstanding Class A and Class B Common Stock in addition to its regular quarterly $0.035 per share cash dividend on its outstanding Class A and Class B Common Stock.  The full text of the press release is set forth in Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Exhibit Description
10.1	Amendment No. 4 to Credit Agreement by and among Supreme Industries, Inc., Wells Fargo Bank, National Association, and BMO Harris Bank, N.A., and acknowledged by Supreme Corporation subsidiary guarantors.
99.1	Press release of Supreme Industries, Inc. dated November 17, 2016.

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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.

	SUPREME INDUSTRIES, INC.
Date: November 22, 2016	By:	/s/ Mark D. Weber
		Mark D. Weber
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 4 to Credit Agreement by and among Supreme Industries, Inc., Wells Fargo Bank, National Association, and BMO Harris Bank, N.A., and acknowledged by Supreme Corporation subsidiary guarantors.
99.1	Press Release of Supreme Industries, Inc. dated November 17, 2016.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 4
 TO CREDIT AGREEMENT

This Amendment No. 4 to Credit Agreement (this “Amendment”) is executed as of November 16, 2016, among the Lenders party hereto (which Lenders constitute all of the Lenders as of the date of this Amendment), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in that capacity, “Administrative Agent”), and SUPREME INDUSTRIES, INC., a Delaware corporation (“Borrower”); and is acknowledged by the Subsidiary Guarantors.

The Lenders, Administrative Agent, and Borrower entered into an Amended and Restated Credit Agreement dated as of April 29, 2013 (as amended, restated, supplemented, or otherwise modified before the date of this Amendment, the “Credit Agreement”).  The Lenders, Administrative Agent, and Borrower now desire to amend certain terms and provisions of the Credit Agreement as set forth in this Amendment.

Accordingly, the parties agree as follows:

1.Definitions. Defined terms used but not defined in this Amendment are as defined in the Credit Agreement.

2.Limited Consent and Amendment.

(a)Borrower has informed the Administrative Agent that Borrower desires to make one or more cash distributions to its shareholders in the aggregate amount of up to $6,500,000 on or about January 2, 2017, which distributions shall not require any borrowings under the Credit Agreement (collectively, the “2017 Special Dividend”).

(b)Borrower hereby acknowledges that Borrower’s payment of the 2017 Special Dividend would, absent Administrative Agent’s and the applicable Lenders’ consent or an amendment to the Credit Agreement, result in the occurrence of one or more Events of Default under the Credit Agreement, including, without limitation, under Section 10.2(d) of the Credit Agreement as the result of one or more failures to perform or observe the covenants contained in the Credit Agreement (without taking into account the terms and conditions of this Amendment).

(c)Subject to satisfaction of the conditions set forth in Section 4 hereof, the Administrative Agent and the Lenders hereby consent to Borrower’s payment of the 2017 Special Dividend.

(d)Effective as of the date of this Amendment but subject to satisfaction of the conditions precedent in Section 4 hereof, Section 1.1 of the Credit Agreement is hereby amended to add the following definition in the proper alphabetical order as follows:

“‘2017 Special Dividend’ means certain cash dividends in an aggregate amount of up to $6,500,000 paid or to be paid by the Borrower to its shareholders on a pro rata basis, which payments shall occur on or about January 2, 2017 .”

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(e)Effective as of the date of this Amendment but subject to satisfaction of the conditions precedent in Section 4 hereof, the definition of “Consolidated Fixed Charges” in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“‘Consolidated Fixed Charges’ means, for any period, the sum of the following determined on a Consolidated basis for such period, without duplication, for the Borrower and its Subsidiaries (other than Supreme Insurance) in accordance with GAAP: (a) Consolidated Interest Expense paid in cash, (b) scheduled principal payments with respect to Indebtedness (other than any GM Credited Principal Payment), (c) federal, state, local, and foreign income taxes paid in cash, and (d) cash dividends and distributions (other than the 2016 Special Dividend and/or 2017 Special Dividend, to the extent applicable for any such period).”

(f)Effective as of the date of this Amendment but subject to satisfaction of the conditions precedent in Section 4 hereof, Section 9.6(e) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(e) the Borrower may pay cash dividends to the holders of shares of its Capital Stock, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the Borrower is in compliance on a Pro Forma Basis (as of the date of such payment of cash dividends and after giving effect thereto) with each covenant contained in Section 9.15, and (iii) the aggregate amount of all such cash dividends (other than the 2016 Special Dividend and the 2017 Special Dividend, as applicable) paid in any Fiscal Quarter does not exceed an amount equal to 50% of Consolidated Net Income for the immediately preceding Fiscal Quarter.”

3.Representations. To induce Administrative Agent and the Lenders to enter into this Amendment, Borrower hereby represents to Administrative Agent and the Lenders as follows:

(1)that Borrower is duly authorized to execute and deliver this Amendment, that Borrower is duly authorized to borrow monies under the Credit Agreement, and that each Credit Party is duly authorized to perform its obligations under the Loan Documents;

(2)that the execution and delivery of this Amendment by Borrower and the performance by each Credit Party of its obligations under the Loan Documents do not and will not violate any material provision of law or of their respective articles of incorporation or bylaws, limited partnership agreement, or certificate of formation or operating agreement, as applicable, or of any order, judgment, or decree of any court or other Governmental Authority binding on them;

(3)that the Loan Documents (including this Amendment) are a legal, valid, and binding obligation of each Credit Party party thereto, enforceable against such Credit Party in accordance with its terms, except as enforcement is limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;

(4)that, after giving effect to this Amendment, the representation and warranties set forth in Section 7 of the Credit Agreement are true and correct in all material respects (but if any representation or warranty is by its terms qualified by concepts of materiality, that representation

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or warranty is true and correct in all respects), in each case with the same effect as if such representations and warranties had been made on the Amendment Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date;

(5)that, after giving effect to this Amendment, Borrower has complied with and is in compliance with all of the covenants set forth in the Credit Agreement, including those set forth in Section 8 and Section 9 of the Credit Agreement; and

(6)that, as of date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

4.Conditions. This Amendment will become effective as of the date of this Amendment when Administrative Agent, the Lenders, Borrower and the Subsidiary Guarantors have delivered a fully executed copy of this Amendment to the Administrative Agent, together with (a) fully executed copies of any other agreements and documents requested by the Administrative Agent or the Lenders in connection with this Amendment and (b) confirmation of the payment of all fees and expenses contemplated herein and therein.  Administrative Agent’s delivery to Borrower of a copy of this Amendment executed by all necessary parties described in this Section 4 will be deemed evidence that the conditions to the effectiveness of this Amendment have been met.  The Lenders hereby authorize and direct Administrative Agent to execute this Amendment.

5.Miscellaneous.

(a) This Amendment is governed by, and is to be construed in accordance with, the laws of the State of New York.  Each provision of this Amendment is severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

(b)This Amendment binds Administrative Agent, the Lenders, and Borrower and their respective successors and assigns, and will inure to the benefit of Administrative Agent, the Lenders, Borrower and the successors and assigns of Administrative Agent and each Lender.

(c)Except as specifically modified by the terms of this Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference in this Amendment and in all respects continue in full force and effect.  Borrower, by execution of this Amendment, and each Subsidiary Guarantor, by acknowledgement of this Amendment, hereby reaffirm, assume, and bind themselves to all of the obligations, duties, rights, covenants, terms, and conditions that are contained in the Credit Agreement and the other Loan Documents, as applicable.

(d)This Amendment is a Loan Document. Borrower acknowledges that Administrative Agent’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in drafting this Amendment shall be paid by Borrower and the other Credit Parties in accordance with Section 12.3(a) of the Credit Agreement.

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(e)The parties may sign this Amendment in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature pages and acknowledgment to follow]

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The parties are signing this Amendment No. 4 to Credit Agreement as of the date stated in the introductory clause.

SUPREME INDUSTRIES, INC.,
as Borrower
By:	/s/ Matthew W. Long
Name:	Matthew W. Long
Title:	Chief Financial Officer

Supreme — Amendment No. 4 to Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and a Lender
	By:	/s/ David W. O’Neal
	Name:	David W. O’Neal
	Title:	Senior Vice President

Supreme — Amendment No. 4 to Amended and Restated Credit Agreement

BMO HARRIS BANK N.A.,
as a Lender
By:	/s/ Donald J. Robinson-Gay
Name:	Donald J. Robinson-Gay
Title:	Senior Vice President & Director

Supreme — Amendment No. 4 to Amended and Restated Credit Agreement

Acknowledged by the undersigned,
each of which is a Subsidiary Guarantor:

SUPREME CORPORATION,		SUPREME INDIANA OPERATIONS, INC.,
a Texas corporation		a Delaware corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer
SUPREME CORPORATION OF GEORGIA,		SUPREME CORPORATION OF TEXAS,
a Texas corporation		a Texas corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer
SUPREME TRUCK BODIES OF CALIFORNIA,		SUPREME MID-ATLANTIC CORPORATION,
a California corporation		a Texas corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer
SC TOWER STRUCTURAL LAMINATING, INC., a Texas corporation		SUPREME\MURPHY TRUCK BODIES, INC., a North Carolina corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer
SUPREME NORTHWEST, L.L.C.,
a Texas limited liability company
By:	/s/ Matthew W. Long
Name: Matthew W. Long
Title: Chief Financial Officer
SUPREME MIDWEST PROPERTIES, INC.,		SUPREME SOUTHEAST PROPERTIES, INC.,
a Texas corporation		a Texas corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer

Supreme — Acknowledgment to Amendment No. 4 to Amended and Restated Credit Agreement

SUPREME SOUTHWEST PROPERTIES, INC.,		SUPREME ARMORED, INC.,
a Texas corporation		a Texas corporation
By:	/s/ Matthew W. Long	By:	/s/ Matthew W. Long
Name: Matthew W. Long		Name: Matthew W. Long
Title: Chief Financial Officer		Title: Chief Financial Officer
SUPREME WEST PROPERTIES, INC.,		SUPREME STB, LLC,
a Texas corporation		a California limited liability company
By:	/s/ Matthew W. Long	By:	/s/ Herbert M. Gardner
Name: Matthew W. Long		Name: Herbert M. Gardner
Title: Chief Financial Officer		Title: Chairman of the Board

Supreme — Acknowledgment to Amendment No. 4 to Amended and Restated Credit Agreement

EX-99.1

Exhibit 99.1

Supreme Industries, Inc. Declares $0.30 in Cash Dividends

Goshen, Ind.—November 17, 2016—Supreme Industries, Inc. (NYSE MKT: STS), a leading manufacturer of specialized commercial vehicles including truck bodies and specialty vehicles, today announced that its Board of Directors has declared a special cash dividend of twenty six and one half cents ($0.265) per share on its Class A and Class B common stock, in addition to its regular quarterly dividend of three and one half cents ($0.035) per share on its Class A and Class B common stock. These cash dividends are payable on January 3, 2017, to holders of record at the close of business on December 12, 2016.

“The strength of our 2016 cash flows and limited debt allows Supreme to return a special cash dividend while retaining the flexibility to invest in new products, process improvements and pursue accretive acquisitions,” stated Mark D. Weber, President and Chief Executive Officer.

Future dividend payments are subject to business conditions, the Company’s financial position, and requirements for working capital, property, plant, and equipment expenditures and other corporate purposes.

About Supreme Industries

Supreme Industries, Inc. (NYSE MKT: STS), is a nationwide manufacturer of truck bodies and specialty vehicles produced to the specifications of its customers. The Company’s transportation equipment products are used by a wide variety of industrial, commercial and law enforcement customers.

News releases and other information on the Company are available online at: www.supremecorp.com or www.b2i.us/irpass.asp?BzID=1482&to=ea&s=0

Other than historical facts contained herein, the matters set forth in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, and reflect the view of management with respect to future events. When used in this report, words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions, as they relate to Supreme or its plans or operations, identify forward-looking statements. Such forward-looking statements are based on assumptions made by, and information currently available to, management. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that the expectations reflected in such forward-looking statements are reasonable, and it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from such expectations include, without limitation, an economic slowdown in the specialized vehicle industry, limitations on the availability of chassis on which Supreme’s product is dependent, availability of raw materials, raw material cost increases, interest rate increases, a change in the number of vehicles subject to a recall, changes in the costs of implementing the recall, actions by NHTSA, including fines and/or penalties, or limitations on the availability of materials used to implement the recall. Furthermore, Supreme can provide no assurance that any raw material cost increases can be passed on to its customers through implementation of price increases for Supreme’s products. The forward-looking statements contained herein reflect the current view of management with respect to future events and are subject to those factors and other risks, uncertainties and assumptions relating to the operations, results of operations, cash flows and financial position of Supreme. Supreme assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.

Investor Relations Contact:

Matthew J. Dennis, CFA

Supreme Investor Relations

574-228-4130