UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 15, 2023, SigmaTron International, Inc., a Delaware corporation (the “Company”) entered into (i) Amendment No. 2 to the Credit Agreement (the “JPM Amendment No. 2”) by and among the Company and JPMorgan Chase Bank, N.A., as lender (“JPM”), with respect to that certain Amended and Restated Credit Agreement dated as of July 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Credit Agreement”) by and among the Company, the other loan party thereto, and JPM and (ii) Amendment No. 2 to the Credit Agreement (“TCW Amendment No. 2”) by and among the Company, the financial institutions identified therein (the “TCW Lenders”) and TCW Asset Management Company LLC as administrative agent for the TCW Lenders (in such capacity, the “Agent” and collectively with the TCW Lenders and JPM, the “Lender Parties”) with respect to that certain Credit Agreement date as of July 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “TCW Credit Agreement” and together with the JPM Credit Agreement the “Credit Agreements”) by and among the Company, Wagz, Inc., the TCW Lenders and Agent.
The JPM Amendment No. 2 and TCW Amendment No. 2 (together, the “Amendments”) amend the Credit Agreements to delay the date, from June 1, 2023 to August 1, 2023, after which the Agent may request that the Company effect a corporate restructuring that would create a new holding company structure to own all of the Company’s stock through a merger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, after which the holding company would continue as the public company, become a guarantor under the Credit Agreements and pledge to the Lender Parties all of the equity of the Company. All other material terms of the Credit Agreements, as amended by the Amendments, remain unchanged. A description of the material terms and conditions of the Credit Agreements was previously disclosed by the Company in its Annual Report on Form 10-K for the fiscal year ended April 30, 2022, filed on July 27, 2022, Current Report on Form 8-K filed on May 4, 2023, and in subsequent Quarterly Reports on Form 10-Q and is incorporated herein by reference. Copies of the JPM Amendment No. 2 and the TCW Amendment No. 2 are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| SIGMATRON INTERNATIONAL, INC. | ||||||
| Date: June 23, 2023 | By: | /s/ Gary R. Fairhead | ||||
| Name: | Gary R. Fairhead | |||||
| Title: | Chief Executive Officer | |||||