Attached files
| file | filename |
|---|---|
| EX-4.1 - WEGENER CORP | v188232_ex4-1.htm |
| EX-4.2 - WEGENER CORP | v188232_ex4-2.htm |
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): June 11,
2010
WEGENER
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-11003
|
81-0371341
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
file number)
|
(I.R.S.
Employer Identification No.)
|
11350 Technology Circle,
Johns Creek, Georgia 30097
(Address
of principal executive offices, including zip code)
(770)
623-0096
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
Thirteenth Amendment to revolving line of credit and term
loan facility
On
October 8, 2009, Wegener
Communications, Inc., a Georgia corporation (the “Company”), and The David E.
Chymiak Trust Dated December 15, 1999 (the “Trust”) entered into a
Twelfth Amendment (the “Twelfth Amendment”), to a certain Loan and Security
Agreement dated June 5, 1996 (the "Security Agreement"). Among other things, the
Twelfth Amendment added certain substantive changes to the Security Agreement
including, but not limited to, a requirement that the Company be in compliance
with a solvency representation provision on the last day of our fiscal 2010
third quarter ended May 28, 2010.
On June
11, 2010, the Company and the Trust entered into a Thirteenth Amendment (the
“Amendment”) to the Security Agreement. The Amendment changed the date of
compliance for the solvency representation from the last day of our fiscal 2010
third quarter ended May 28, 2010 to the last day of our fiscal 2010 fourth
quarter ending on September 3, 2010.
David
E. Chymiak Promissory Note
On
October 1, 2009, David E. Chymiak loaned the Company two hundred and fifty
thousand dollars ($250,000) on an unsecured basis. The loan has an
interest rate of 8.0% per year, was initially due and payable in one lump sum on
October 31, 2009 and is evidenced by a promissory note (the “Chymiak Promissory
Note”). On November 17, 2009 the maturity date on the Chymiak
Promissory Note was extended until November 30, 2009 and on November 30, 2009,
was extended until May 31, 2010. On June 11, 2010, the maturity date
of the Chymiak Promissory Note was further extended until September 10,
2010.
Item
9.01 Financial Statements and Exhibits
|
(C)
|
Exhibits
|
|
4.1
|
Loan
and Security Agreement – Thirteenth Amendment dated June 11,
2010, by and between Wegener Communications, Inc. and The David
E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of
America, N.A., successor interest by merger to LaSalle Bank National
Association, respecting $4,000,000 Loan and Security
Agreement.
|
|
4.2
|
Promissory
Note – Amendment dated June 11, 2010, by and between Wegener
Communications, Inc. and David E. Chymiak, respecting $250,000 unsecured
loan dated October 1, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Wegener Corporation | |||
|
Date: June
15, 2010
|
By:
|
/s/ C. Troy Woodbury, Jr. | |
| C. Troy Woodbury, Jr. | |||
| Chief Executive Officer | |||
Exhibit
Index
Exhibit
Number
|
4.1
|
Loan
and Security Agreement – Thirteenth Amendment dated June 11,
2010, by and between Wegener Communications, Inc. and The David
E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of
America, N.A., successor interest by merger to LaSalle Bank National
Association, respecting $4,000,000 Loan and Security
Agreement.
|
|
4.2
|
Promissory
Note –Amendment dated June 11, 2010, by and between Wegener
Communications, Inc. and David E. Chymiak, respecting $250,000 unsecured
loan dated October 1, 2009.
|