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): September 19, 2018

MAM SOFTWARE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27083	84-1108035
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA  19422

 (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (610) 336-9045

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

As previously disclosed in an 8-K filing on March 8, 2017, on March 2, 2017, MAM Software Group, Inc. (the “Company”), as borrower, entered into a credit facility (the “Credit Agreement” or “Credit Facility”) with Univest Bank and Trust Co. (“Univest”), as lender. On September 19, 2018, the Company and Univest entered into a First Amendment to Credit Agreement (the “Amendment”) in order to enable the Company to effect a share repurchase program as described in Item 8.01 below. Significantly, under the Amendment, the Company may not repurchase more than $500,000 of its common stock in any fiscal quarter; is limited to repurchasing not more than $2,000,000 of common stock in the aggregate; and may not make any purchases if a Default or Event of Default (as defined in the Credit Agreement) shall exist or be continuing at the time of or result from such repurchase. The Company may, under the terms of the Amendment, utilize the proceeds of the Credit Facility to effect the stock repurchases.

The foregoing summary of the terms of the Amendment and the Credit Facility is qualified in its entirety by reference to the complete Amendment, the form of which is attached hereto as Exhibit 10.1 to this filing and the Credit Agreement and Revolving Credit Note, the forms of which are attached as Exhibit 10.1 and 10.2 respectively to the 8-K filing on March 8, 2017, all of which are incorporated herein by reference.

Item 8.01     Other Events.

On September 19, 2018, the Company announced that its Board of Directors had authorized a share repurchase program of up to $2.0 million of the Company’s common stock.  The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors including general market and economic conditions and other corporate considerations.  The share repurchase program is designed to comply with all applicable securities laws, and may be suspended or discontinued at any time without notice.

A copy of the press release announcing the share repurchase program is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of First Amendment to Credit Agreement.

99.1 Press Release of MAM Software Group, Inc. dated September 19, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 19, 2018	MAM SOFTWARE GROUP, INC.
	By:	/s/ Brian H. Callahan
		Name: Brian H. Callahan Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made effective as of September 19, 2018 by and between MAM SOFTWARE GROUP, INC., a Delaware corporation (“Borrower”) and UNIVEST BANK AND TRUST CO. (“Lender”).

BACKGROUND

A.     Lender and Borrower have previously entered into that certain Credit Agreement dated March 1, 2017 (as amended and as it may hereafter be amended, restated, replaced or supplemented from time to time, the “Credit Agreement”).

B.     Borrower has requested and Lender has agreed to amend certain terms and conditions of the Credit Agreement on the terms and conditions set forth herein.

C.     Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in the Credit Agreement.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1.     Fixed Charges. The defined term “Fixed Charges” as set forth in Section 1.01 of the Credit Agreement shall be and is hereby amended to read, in its entirety, as follows:

“Fixed Charges” means, for any period, without duplication, the sum of current maturities of long term debt, plus cash interest expense, plus cash income taxes, plus Dividends, plus cash expense incurred in connection with a Permitted Stock Repurchase.”

2.     Permitted Stock Repurchase Plan. Notwithstanding anything to the contrary contained in the Credit Agreement, including without limitation, any prohibition on Restricted Payments or Dividends, Lender agrees that Borrower may repurchase certain issued and outstanding Equity Interests of Borrower; provided that, (i) Borrower provides to Lender ten (10) days prior written notice of such repurchase or prior to establishing a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, the terms and conditions related thereto and such other information as Lender may reasonably require; (ii) Borrower may not repurchase more than $500,000 in the aggregate of such Equity Interests of Borrower in any fiscal quarter; (iii) Borrower may not repurchase more than $2,000,000 in the aggregate of such Equity Interests of Borrower prior to the expiration of the Revolving Credit Maturity Date; and (iv) no Default or Event of Default shall exist or be continuing at the time of or result from such repurchase (each, a “Permitted Stock Repurchase”). Lender further agrees that the proceeds of the Revolving Credit Facility may be used by Borrower in connection a Permitted Stock Repurchase.

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3.     Further Agreements and Representations. Borrower hereby:

3.1.     ratifies, confirms and acknowledges that the Credit Agreement, as amended hereby, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms;

3.2.     covenants and agrees to perform all of its obligations under the Credit Agreement, as amended hereby, and all other Loan Documents;

3.3.     acknowledges and agrees that as of the date hereof, it has no defense, set-off, counterclaim or challenge against the payment of any sums owing to Lender or the enforcement of any of the terms of the Credit Agreement, as amended hereby, or any of the other Loan Documents;

3.4.     ratifies, confirms and continues all liens, security interests, pledges, mortgages, rights and remedies granted to Lender, in the Credit Agreement and the other Loan Documents and agree that such liens, security interests, pledges and mortgages shall secure all of the Obligations under the Credit Agreement and the other Loan Documents as amended by this Amendment.

3.5.     represents and warrants that all representations and warranties in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects as of the date of this Amendment unless such representation and warranty is made as of a specific date;

3.6.     represents and warrants that no Event of Default, or event which with the giving of notice or lapse of time or both would constitute an Event of Default, exists;

3.7.     acknowledges and agrees that the failure to comply with or perform any of its respective covenants, agreements or obligations contained in this Amendment will constitute an Event of Default under the Credit Agreement;

3.8.     ratifies, confirms and restates all the waivers set forth in the Credit Agreement and any other Loan Documents, all of which are hereby incorporated by reference; and

3.9.     represents and warrants that the execution and delivery of this Amendment by Borrower and all documents and agreements to be executed and delivered pursuant to this Amendment:

(a)     has been duly authorized by all requisite corporate action of Borrower;

(b)     will not conflict with or result in a breach of, or constitute a default under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or Borrower’s governing documents, or any indenture, mortgage, loan or credit agreement or instrument to which Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and

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(c)     will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

4.     Other References. All references in the Credit Agreement and all the Loan Documents to the term “Loan Documents” shall mean the Loan Documents as defined therein and this Amendment and any and all other documents executed and delivered by Borrower pursuant to and in connection herewith. All references in the Credit Agreement and all the Loan Documents to the term “Credit Agreement” shall mean the Credit Agreement as amended hereby.

5.     Additional Documents; Further Assurances.   Borrower covenants and agrees to execute and deliver to Lender, or to cause to be executed and delivered to Lender contemporaneously herewith, at the sole cost and expense of Borrower, any and all other documents, agreements, statements, resolutions, certificates, consents and information as Lender may require in connection with the matters or actions described herein.  Borrower further covenants and agrees to execute and deliver to Lender, or to cause to be executed and delivered, at the sole cost and expense of Borrower, from time to time, any and all other documents, agreements, statements, certificates and information as Lender shall request to evidence or effect the terms hereof or to enforce or protect Lender’s rights.  All of such documents, agreements, statements, certificates and information shall be in form and content acceptable to Lender in its sole discretion.

6.     Costs and Expenses.  Borrower agrees to pay the Lender, upon the closing of this Amendment, and otherwise on demand, all costs and expenses incurred by the Lender in connection with the preparation, negotiation and delivery of this Amendment, and any modifications thereto, or in defending or prosecuting any actions or proceedings arising out of or relating to this Amendment including reasonable fees and expenses of counsel, expenses for auditors, appraisers and environmental consultants, lien searches, recording and filing fees and taxes.

7.     No Novation or Waiver.  Nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Credit Agreement or any of the documents collateral thereto and shall not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Lender in the Credit Agreement or any of the other Loan Documents, which liens, security interests, rights or remedies are hereby ratified, confirmed, extended and continued as security for all obligations secured by the Credit Agreement.  Nothing contained herein constitutes an agreement or obligation by Lender to grant any further amendments to the Credit Agreement or any of the other Loan Documents.

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8.     Inconsistencies.  To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the Credit Agreement or the other Loan Documents, the terms and conditions of this Amendment shall prevail.  All terms and conditions of the Credit Agreement and the other Loan Documents not inconsistent herewith, shall remain in full force and effect and are hereby ratified and confirmed by Borrower.

9.     No Other Agreements.  All understandings and agreements heretofore had between the parties respecting the transactions contemplated by this Amendment are merged in this Amendment and there are no other agreements, written or oral, and no customs or usages applicable to any provision of this Amendment.

10.     Amendments.  No change in or addition to, or waiver of, any provision of this Amendment shall be valid unless in writing and signed on behalf of the party against whom such change, addition or waiver is sought to be enforced.

11.     Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

12.     Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its rules and principles regarding conflicts of law or any rule or canon of construction which interprets agreements against the draftsman.

13.     Headings.  The headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

14.     Counterparts; Facsimile Signatures.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original without the production of any other counterpart. Any signature on this Amendment delivered by Borrower by facsimile transmission shall be deemed to be an original signature hereto.

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IN WITNESS WHEREOF, intending to be legally bound hereby the parties hereto have caused this Amendment to be executed, as a document under seal, effective as of the day and year first above written.

BORROWERS:

MAM SOFTWARE GROUP, INC., a

Delaware corporation

By:

Name:

Title: 

LENDER:

UNIVEST BANK AND TRUST CO.

By:

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EX-99.1

Exhibit 99.1

MAM Software Announces Share Repurchase Program

BLUE BELL, Pa., September 19, 2018 /PRNewswire/ -- MAM Software Group, Inc. (NASDAQ Capital Market: MAMS) (the "Company" or "MAM"`), a leading global provider of on-premise and cloud-based business management solutions for the auto parts, tire and vertical distribution industries, announced that its Board of Directors has authorized to repurchase of up to $2,000,000 of its common stock, effective September 19, 2018.  Under the authorization provided by the Board, stock repurchases may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate. In addition, open market repurchases of common stock may be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that MAM might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The timing and actual number of shares repurchased will depend on a variety of factors, including but not limited to, stock price, trading volume, MAM's cash balances, general business and market conditions, the dilutive effects of share-based incentive plans, alternative investment opportunities, working capital needs and other factors. The stock repurchase authorization, which does not require the Company to purchase any specific or minimum number of shares, does not have an expiration date and may be suspended or terminated at any time without prior notice. Repurchased shares will be returned to the status of authorized but un-issued shares of common stock.

As of September 18, 2018, MAM had approximately 12,595,085 shares of common stock outstanding.

About MAM Software Group, Inc.

MAM Software is a leading global provider of cloud-based business and on-premise management solutions for the auto parts, tire and vertical distribution industries. The company provides a portfolio of innovative software (SaaS and packaged), data (DaaS), and integration (iPaaS) services that enable businesses to intelligently manage core business processes, control costs and generate new profit opportunities. MAM's integrated platforms provide a wealth of rich functionality including: point-of-sale, inventory, purchasing, reporting, data and e-commerce. Wholesale, retail and installer business across North America, the U.K. and Ireland rely on MAM solutions, backed by dedicated teams of experienced service and support professionals. For further information, please visit http://www.mamsoftware.com.

Safe Harbor Statement

This press release contains forward-looking statements regarding the Company's working capital and future repurchases of the Company's common stock within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from our expectations or that may cause the Company not to make share repurchases as currently anticipated, including alternative uses of cash, future competing investment opportunities, general economic, business, and market conditions, and other risks and uncertainties that may adversely impact our business.  Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including, increased competition; the ability of the Company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in the Company's filings with the Securities and Exchange Commission.

Contact:

MAM Software

Brian H. Callahan

Chief Financial Officer

610-336-9045 ext. 240

Hayden IR

James Carbonara

Regional Vice President

james@haydenir.com 

646-755-7412