EACO 8-K
Eaco Corp (EACO)
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): January 19, 2021
EACO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-14311 | 59-2597349 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
5065 East Hunter Avenue Anaheim, CA 92807 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (714) 876-2490
| Not applicable |
| (Former name or Former Address if Changed Since Last Report.) |
Securities registered or to be registered pursuant to Section 12(b) of the Act: None.
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Bisco Industries, Inc. (“Bisco”), a wholly-owned subsidiary of EACO Corporation (”EACO”), entered into a Change in Terms Agreement (the “Amendment”) with Citizens Business Bank (the “Lender”), which was dated January 11, 2021; however, such Amendment and ancillary documents were not signed until January 19, 2021 and did not become binding upon Bisco or EACO until such date. Bisco and EACO are sometimes collectively referred to herein as the “Company.”
Modification of $15 Million Line of Credit
The Amendment modifies that certain Business Loan Agreement dated July 27, 2019 between Bisco and the Lender, as amended (the “Loan Agreement”), which is related to Bisco’s existing $15 million line of credit with the Lender. Pursuant to this Amendment, Bisco’s existing line of credit with the Lender was modified to: (i) extend the expiration date of the line of credit under this Loan Agreement to July 5, 2022; and (ii) modify the interest rate on the line of credit so that in no event would such interest rate be less than 3.0% per annum or more than the maximum rate allowed by applicable law.
Under this line of credit, Bisco may borrow from the Lender up to $15,000,000 from time to time, subject to Bisco’s continued compliance with certain financial and other covenants in the Loan Agreement. Bisco’s obligations under the line of credit are secured by substantially all of the Company’s assets. EACO also continues to guarantee the performance of all of Bisco’s obligations under this line of credit.
The foregoing descriptions are qualified in their entirety by the Amendment, which is filed herewith, and the Loan Agreement and other ancillary agreements previously filed with by the Company with the Securities and Exchange Commission.
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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and 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.
|
EACO CORPORATION | ||
| Date: January 21, 2021 | By: | /S/ MICHAEL NARIKAWA |
| Michael Narikawa, Principal Accounting Officer | ||
Exhibit 10.1
CITIZENS
BUSINESS BANK
The Bank Business Banks on
CHANGE IN TERMS AGREEMENT
| Principal $15,000,000.00 |
Loan
Date 01-11-2021 |
Maturity 07-05-2022 |
Loan
No. 155354101 |
Call / Cell | Account 600714 |
Officer 7001 |
Initials |
| References
in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
item. Any item above containing “***” has been omitted due to text length limitations. | |||||||
| Borrower: | Bisco Industries, Inc. | Lender: | Citizens Business Bank | ||
| 1500 North Lakeview Loop | Plaza Business Financial Center | ||||
| Anaheim, CA 92807 | 77 Plaza Square | ||||
| Orange, CA 92866 |
| Principal Amount: $15,000,000.00 | Date of Agreement: January 11, 2021 |
DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated July 14, 2016 in the amount of $10,000,000.00, as amended. DESCRIPTION OF CHANGE IN TERMS.
1. The maturity date is hereby extended to July 5, 2022.
2. Effective January 11, 2021, NOTICE: Under no circumstances will the interest rate on this loan be less than 3.000% per annum or more than the maximum rate allowed by applicable law.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
COUNTERPARTS. This document may be executed in any number of counterparts and by different parties on separate counterparts, each of which when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
| BORROWER: | |||
| BISCO INDUSTRIES, INC. | |||
| By: | /s/ GLEN F. CEILEY | ||
| Glen F. Ceiley, Pres/CEO/CFO/Sec of Bisco | |||
| Industries, Inc. | |||
| LENDER: | |||
| CITIZENS BUSINESS BANK | |||
| X | /S/ | ||
| Authorized Officer | |||