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): February 29, 2008
OPTICAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 000-27022 | 54-1237042 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 5290 Concourse Drive Roanoke, VA |
24019 | |
| (Address of principal executive offices) | (Zip Code) |
(540) 265-0690
(Registrant’s telephone number, including area code)
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):
| ¨ | 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)) |
Table of Contents
| Item 1.01 | Entry into a Material Definitive Agreement | |
| Item 9.01 | Financial Statements and Exhibits | |
| Signatures | ||
| Exhibits | ||
Item 1.01 Entry into a Material Definitive Agreement
Commercial Loan Extension
On February 29, 2008 Optical Cable Corporation (the “Company”) and Valley Bank entered into amendments (the “Amendments”) extending the Company’s revolving credit facilities entered into September 22, 2006 under which Valley Bank provides a working capital line of credit (the “Working Capital Facility”) and a machinery and equipment line of credit (the “Machinery and Equipment Facility”). The Amendments maintain all of the material terms of the Working Capital Facility and the Machinery and Equipment Facility except that, in each case, they extend the term to April 28, 2008.
The Working Capital Facility provides up to $5 million for the Company’s working capital needs and bears interest at LIBOR plus 2.15%. The Working Capital Facility also provides a lower interest rate option if the Company maintains specified depository balance limits with Valley Bank. The Company can borrow up to 85% of the Company’s eligible accounts receivable under the Working Capital Facility.
The Machinery and Equipment Facility provides up to $2 million in availability for machinery and equipment purchases and also bears interest at LIBOR plus 2.15%. Both the Machinery and Equipment Facility and the Working Capital Facility are secured by the Company’s accounts receivable, inventory, furniture, fixtures and equipment and proceeds and are payable on demand with 60 days prior written notice, provided that the Company is not in default. If not extended by the Amendments, the Working Capital Facility and the Machinery and Equipment Facility would have expired on February 28, 2008.
Amendment No. 1 to the Working Capital Facility is attached to this Current Report on Form 8-K as Exhibit 4.1 hereto and Amendment No. 1 to the Machinery and Equipment Facility is attached to this Current Report on Form 8-K as Exhibit 4.2 hereto. Both the Working Capital Facility and the Machinery and Equipment Facility are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following are filed as Exhibits to this Report.
| Exhibit No. |
Description of Exhibit | |
| 4.1 | Amendment No. 1 dated February 29, 2008 to the Commercial Loan Agreement dated September 22, 2006 by and between Optical Cable Corporation and Valley Bank in the amount of $5,000,000 (Loan No. 156809). FILED HEREWITH. | |
| 4.2 | Amendment No. 1 dated February 29, 2008 to the Commercial Loan Agreement dated September 22, 2006 by and between Optical Cable Corporation and Valley Bank in the amount of $2,000,000 (Loan No. 156833). FILED HEREWITH. | |
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.
| OPTICAL CABLE CORPORATION | ||
| By: | /s/ TRACY G. SMITH | |
| Name: | Tracy G. Smith | |
| Title: | Vice President and Chief Financial Officer | |
Dated: March 5, 2008
EXHIBIT INDEX
OPTICAL CABLE CORPORATION
Current report on Form 8-K
| Exhibit No. |
Description of Exhibit | |
| 4.1 | Amendment No. 1 dated February 29, 2008 to the Commercial Loan Agreement dated September 22, 2006 by and between Optical Cable Corporation and Valley Bank in the amount of $5,000,000 (Loan No. 156809). FILED HEREWITH. | |
| 4.2 | Amendment No. 1 dated February 29, 2008 to the Commercial Loan Agreement dated September 22, 2006 by and between Optical Cable Corporation and Valley Bank in the amount of $2,000,000 (Loan No. 156833). FILED HEREWITH. | |
Exhibit 4.1
| LOAN NUMBER |
LOAN NAME |
ACCT. NUMBER |
ORIGINAL AGREEMENT DATE |
|||||
| 156809 | Optical Cable Corporation | 19398 | 9/22/06 | |||||
| NOTE AMOUNT |
INDEX (w/Margin) |
MATURITY DATE |
LOAN PURPOSE | |||||
| $5,000,000.00 | 30 day LIBOR plus 2.150% | 2/28/08 | Commercial | |||||
AMENDMENT #1 TO COMMERCIAL LOAN AGREEMENT
(Commercial – Revolving Draw)
DATE AND PARTIES. The date of this Amendment #1 to Commercial Loan Agreement (hereafter “Amended Agreement”) is February 29, 2008. The parties and their addresses are as follows:
| LENDER: |
BORROWER: | |
| VALLEY BANK | OPTICAL CABLE CORPORATION | |
| 36 W. Church Ave. S.W. Roanoke, Virginia 24011 |
a Virginia Corporation 5290 Concourse Drive Roanoke, Virginia 24019 |
WHEREAS, by mutual agreement the parties desire to modify certain terms of that Commercial Loan Agreement dated September 22, 2006 (“Original Agreement”),
NOW THEREFORE, in exchange for mutual consideration, the sufficiency of which is hereby acknowledged, the parties agree that the Original Agreement is hereby supplemented, amended, corrected, and restated as follows:
| 1) | The Original Agreement is hereby extended through April 28, 2008. |
| 2) | Except as supplemented, amended, and corrected herein, all of the terms and conditions of the Original Agreement otherwise remain in full force and effect. |
SIGNATURES. By signing under seal, the parties hereby agree to the extension contained in this Agreement. The parties hereto also acknowledge receipt of a copy of this Amended Agreement.
| BORROWER: | LENDER: | |||||||||
| Optical Cable Corporation | Valley Bank | |||||||||
| By: | /s/ Tracy G. Smith |
(Seal) | By: | /s/ Scott Leffel |
(Seal) | |||||
| Name: | Tracy G. Smith | Name: | Scott Leffel | |||||||
| Title | Vice President and CFO | Title: | Vice President | |||||||
Exhibit 4.2
| LOAN NUMBER |
LOAN NAME |
ACCT. NUMBER |
ORIGINAL AGREEMENT DATE |
|||||
| 156833 | Optical Cable Corporation | 19398 | 9/22/06 | |||||
| NOTE AMOUNT |
INDEX (w/Margin) |
MATURITY DATE |
LOAN PURPOSE | |||||
| $2,000,000.00 | 30 day LIBOR plus 2.150% | 2/28/08 | Commercial | |||||
AMENDMENT #1 TO COMMERCIAL LOAN AGREEMENT
Accounts Receivable and/or Inventory Financing
DATE AND PARTIES. The date of this Amendment #1 to Commercial Loan Agreement (hereafter “Amended Agreement”) is February 29, 2008. The parties and their addresses are as follows:
| LENDER: |
BORROWER: | |
| VALLEY BANK | OPTICAL CABLE CORPORATION | |
| 36 W. Church Ave. S.W. Roanoke, Virginia 24011 |
a Virginia Corporation 5290 Concourse Drive Roanoke, Virginia 24019 |
WHEREAS, by mutual agreement the parties desire to modify certain terms of that Commercial Loan Agreement dated September 22, 2006 (“Original Agreement”),
NOW THEREFORE, in exchange for mutual consideration, the sufficiency of which is hereby acknowledged, the parties agree that the Original Agreement is hereby supplemented, amended, corrected, and restated as follows:
| 1) | The Original Agreement is hereby extended through April 28, 2008. |
| 2) | Except as supplemented, amended, and corrected herein, all of the terms and conditions of the Original Agreement otherwise remain in full force and effect. |
SIGNATURES. By signing under seal, the parties hereby agree to the extension contained in this Agreement. The parties hereto also acknowledge receipt of a copy of this Amended Agreement.
| BORROWER: | LENDER: | |||||||||
| Optical Cable Corporation | Valley Bank | |||||||||
| By: | /s/ Tracy G. Smith |
(Seal) | By: | /s/ Scott Leffel |
(Seal) | |||||
| Name: | Tracy G. Smith | Name: | Scott Leffel | |||||||
| Title | Vice President and CFO | Title: | Vice President | |||||||