Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - VERSAR INC | ex10-1.htm |
EX-99.1 - EXHIBIT 99.1 - VERSAR INC | ex99-1.htm |
EX-10.2 - EXHIBIT 10.2 - VERSAR INC | ex10-2.htm |
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): March 17,
2010
VERSAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-9309
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54-0852979
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6850
Versar Center
Springfield,
Virginia 22151
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(Address
of principal executive offices)
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(Zip
Code)
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(703)
750-3000
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
See Item
2.01 for information regarding an acquisition completed by Versar, Inc.
(“Versar”). In conjunction with the acquisition of Advent, as defined
below, Versar entered into an Eighth Modification Agreement (the “Modification”)
related to its Loan and Security Agreement dated September 26, 2003 between
Versar and United Bank (as previously amended or modified, the “Loan
Agreement”). Pursuant to the Modification, the bank consented to the
acquisition of Advent and agreed to certain modifications of the Loan Agreement,
including the increase of the revolving credit facility to an aggregate of $10
million from $7.5 million, a reduction of the minimum tangible net worth
requirement to $17.5 million from $22.5 million and modification of certain of
the letter of credit and fee provisions of the Loan
Agreement. The Modification is filed as Exhibit 10.1 to this
Current Report. The summary description of the Modification set forth
above does not purport to be complete and is qualified in its entirety by
reference to the provisions of such agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On March
17, 2010, Versar acquired all of the outstanding capital stock of ADVENT
Environmental, Inc. (“Advent”), located in Charleston, South
Carolina. Advent is a Department of Defense, full service
environmental contractor with significant capabilities in Military Munitions
Response Progams, and Unexploded Ordinance clean-up. The outstanding
share capital of Advent was acquired by Versar pursuant to a Stock Purchase
Agreement by and among Versar, Advent and the shareholders of Advent, entered
into on March 17, 2010.
Versar
paid a purchase price for the outstanding capital stock of Advent comprised
of: (i) cash of $1.15 million, (ii) a holdback of $350,000 securing
the post-closing adjustment described below and (ii) the issuance to the selling
shareholders of seller notes with an aggregate principal amount of $1.75
million. The purchase price is subject to certain post-closing
adjustments based on an agreed target net book value of Advent as of the date of
closing. The $350,000 holdback will be retained by Versar to satisfy
any payments owed to it following completion of the net book value
calculation. Any portion of the holdback not used to satisfy such
payments will be paid to the selling shareholders. The selling
shareholders are also entitled to contingent consideration up to a cap of $1.75
million (plus the amount of any payment made to Versar as a result of the
purchase price adjustment) through an earn-out provision calculated based on
earnings before interest, taxes, depreciation or amortization of Advent for the
12-month period ending March 31, 2011. The Stock Purchase Agreement
contains customary representations and warranties and requires the selling
shareholders to indemnify Versar for certain liabilities arising under the
agreement, subject to certain limitations and conditions.
The Stock
Purchase Agreement is filed as Exhibit 10.2 to this Current
Report. The summary description of the Stock Purchase Agreement set
forth above does not purport to be complete and is qualified in its entirety by
reference to the provisions of such agreement.
Item
7.01 Regulation FD Disclosure.
On March
18, 2010, Versar issued a press release announcing the acquisition of
Advent. The press release is furnished as Exhibit 99.1 to this
Current Report.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
Eighth
Modification Agreement effective as of the 17th day of March, 2010 by and
between United Bank, Versar, Inc., Geomet Technologies, LLC, Versar Global
Solutions, Inc., VEC Corp., Versar International, Inc., and Advent
Environmental, Inc.
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10.2 |
Stock
Purchase Agreement dated as of March 17, 2010 by and among Versar, Inc.,
Advent Environmental, Inc., Jeffrey C. Smoak, Kenna E. Sellers, The Mark
A. Sellers Revocable Life Insurance Trust, through Margaret Mitchum
Spicher, Trustee and The Mark A. Sellers Revocable Life Insurance Trust,
through Kenna A. Sellers, Trustee
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99.1 | Press Release issued March 18, 2010. |
2
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.
Dated:
March
22, 2010
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VERSAR,
INC.
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By:
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/s/ Michael J. Abram | |
Michael
J. Abram
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Senior
Vice President, Corporate Development and
Chief
Administrative Officer
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3