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EX-4.1 - WEGENER CORPv227413_ex4-1.htm
EX-99.1 - WEGENER CORPv227413_ex99-1.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 29, 2011

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.

Seventeenth 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 to the Security Agreement which changed the date of compliance for the solvency representation to the last day of our fiscal 2010 fourth quarter ending on September 3, 2010.  On November 8, 2010, the Company and the Trust entered into a Fifteenth Amendment to the Security Agreement which extended the date of compliance for the solvency representation from the last day of our fiscal 2010 fourth quarter, to the last day of our fiscal 2011 second quarter ending on March 4, 2011.  On April 13, 2011, the Company and the Trust entered into a Sixteenth Amendment to the Security Agreement which extended the date of compliance for the solvency representation from the last day of our fiscal 2011 second quarter, to the last day of our fiscal 2011 third quarter ending on June 3, 2011.

On June 29, 2011, the Company and the Trust entered into a Seventeenth Amendment  to the Security Agreement which deleted the solvency representation provision in its entirety from the Security Agreement.

Item 9.01 Financial Statements and Exhibits

 
(C) 
Exhibits
 
 
4.1 
Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011,  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 $4,250,000 Loan and Security Agreement.

 
99.1 
Press release dated June 29, 2011.


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 29, 2011
By:
/s/ C. Troy Woodbury, Jr.  
    C. Troy Woodbury, Jr.  
    Chief Executive Officer  
       
 
 
 

 

Exhibit Index

Exhibit Number

4.1 
Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011,  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 $4,250,000 Loan and Security Agreement.

99.1
Press release dated June 29, 2011.