Attached files
file | filename |
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EX-10.4 - EXHIBIT 10.4 - GTSI CORP | c06136exv10w4.htm |
EX-10.3 - EXHIBIT 10.3 - GTSI CORP | c06136exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - GTSI CORP | c06136exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - GTSI CORP | c06136exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2010
GTSI Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-34871 | 54-1248422 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2553 Dulles View Drive, #100 Herndon, Virginia |
20171-5219 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 502-2000
(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:
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 1.01 Entry into a Material Definitive Agreement.
GTSI Corp. (the Company or GTSI) entered into a Third Amendment to Credit Agreement,
effective as of September 15, 2010, with Castle Pines Capital LLC (CPC) and Wells Fargo Capital
Finance, LLC, formerly known as Wells Fargo Foothill, LLC (the Third Amendment). The Third
Amendment amends the Companys Credit Agreement, effective as of May 27, 2009 (the Original Credit
Agreement), as amended, by and among GTSI, CPC and Wells Fargo Foothill, LLC. For a discussion
of the Original Credit Agreement and the First Amendment to Credit Agreement, also effective as of
May 27, 2009, see GTSIs Form 8-K filed with the Securities and Exchange Commission on June 2,
2009.
The Third Amendment increased the amount of GTSI stock that GTSI may repurchase during the
specified period from an aggregate redemption price of $5 million to an aggregate redemption price
of $10 million.
The Third Amendment also expanded the exceptions to GTSIs negative covenant not to incur
indebtedness to include the Corporate Guaranty, dated September 15, 2010 (the Corporate
Guaranty), between GTSI and CPC. Pursuant to the Corporate Guaranty, GTSI guaranteed Trapollo
LLCs (Trapollo) obligations to CPC up to a maximum amount of $1 million with respect to the
credit agreement between Trapollo and CPC dated September 7, 2010. In connection with the
Corporate Guaranty, GTSI and Trapollo entered into an Indemnification Agreement, dated September
15, 2010, whereby Trapollo agreed to indemnify and hold GTSI harmless against, and reimburse GTSI
for, any and all payments, losses, costs, liabilities and expenses, including attorneys fees and
costs of review and defense, incurred by GTSI as a result of, or otherwise arising from, any
demand, request or any other action taken by CPC (or any successor to CPC) pursuant to or otherwise
in respect of the Corporate Guaranty (the Indemnification Agreement). GTSI entered into the
Corporate Guaranty and Indemnification Agreement in connection with a business relationship with
Trapollo that is expected to involve GTSI selling products to third parties pursuant to
subcontracts or similar arrangements with Trapollo. Trapollo is a recently formed limited
liability company. Todd Leto, a former senior GTSI officer, is the chief executive officer and
partial owner of Trapollo.
The foregoing descriptions of the Third Amendment, Corporate Guaranty and Indemnification
Agreement do not purport to be complete and are qualified in their entirety by reference to the
full texts of the Third Amendment, Corporate Guaranty and Indemnification Agreement, copies of
which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively. The Second Amendment to
Credit Agreement and First Amendment to Security Agreement (the Second Amendment),
effective as of July 24, 2009, by and among GTSI, CPC
and Wells Fargo Foothill, LLC, is also attached herewith as Exhibit 10.4. The Second Amendment was
not material to the Company and is being provided herein for the sake of completeness.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Third Amendment to Credit Agreement effective as of September 15, 2010 among GTSI
Corp., Castle Pines Capital LLC and Wells Fargo Capital Finance, LLC
10.2 Corporate Guaranty effective as of September 15, 2010 between GTSI Corp. and Castle
Pines Capital LLC
10.3 Indemnification Agreement dated September 15, 2010 between GTSI Corp. and Trapollo LLC
10.4 Second Amendment to Credit Agreement and First Amendment to Security Agreement
effective as of July 24, 2009 among GTSI Corp.,
Castle Pines Capital LLC and Wells Fargo Foothill, LLC
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 thereunto duly authorized.
GTSI Corp. |
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By: | /s/ Peter Whitfield |
Date: September 21, 2010