SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): March 26, 2012 (March 20, 2012)
Engineered Materials, Inc.
Name of Registrant as specified in its charter)
|(State or other
||(Commission File No.)
2839 Charter Street
Columbus, Ohio 43228
including zip code, and telephone number
including area code of Registrant's
principal executive offices)
(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
¨ 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))
Item 1.01. Entry into a Material
The disclosure contained
in "Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
of this Current Report on Form 8-K is incorporated in this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
March 20, 2012, SCI Engineered Materials, Inc. (the “Company”) signed an amendment (“First Amendment to Loan
Documents”) to the Ohio Air Quality Development Authority (“OAQDA”) 166 Direct Loan (“Loan”). Covenants
within the Loan include, but are not limited to, the creation of an agreed upon number of jobs, filing of quarterly and
annual reports and various financial covenants, and as of December 31, 2011 the Company was not in compliance with one of the financial
covenants. On March 20, 2012, the Company was notified that an amendment to the loan was approved, the non-compliance was waived,
the interest rate was increased from 3% to 10% and the available loan amount was amended from $1,365,780.00 to $368,906.17.
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.
|Date: March 26, 2012
||/s/ Daniel Rooney|
||Chairman of the Board, President
and Chief Executive Officer|
FIRST AMENDMENT TO LOAN DOCUMENTS
FIRST AMENDMENT TO LOAN DOCUMENTS is made and entered into as of February 28, 2012 by and between the Ohio Air Quality Development
Authority ("Authority") of the State of Ohio (the "State"), and SCI Engineered Materials, Inc., an Ohio Corporation
(the "Company"), under the circumstances summarized in the following recitals.
the Company executed Loan Documents with the Authority on February 8, 2011 and with the meaning to include “all documents,
instruments and agreements delivered to or required by the Authority to evidence or secure the Loan, including this [Loan] Agreement,
as required by the Commitment and this [Loan] Agreement, as the same may be amended, modified, supplemented, restated or replaced
from time to time” as set forth in the Loan Agreement;
the Cognovit Promissory Note dated February 8, 2011 requires clarification and thereby modification to the calculation of interest
accrual and payment for the interest only period;
the Company has experienced certain slowness in market demand from the solar industry, causing delays in installing equipment
for product production. Hence, the market has impacted the financial statements so the Company is not in compliance with a financial
ratio at December 31, 2011 and has requested a modification of the Debt Service Coverage financial ratio.
the Company seeks financial compliance with the Loan Documents for purpose of its 2011 audit and quarterly financial reporting
THEREFORE, in consideration of the premises and the representations and agreements hereinafter contained, the Authority and the
Company agree as follows:
Section 4.3 (e) Financial Covenants of the Loan Agreement so that (ii) Debt Service Coverage requirement is waived for all quarters
ending December 31, 2011 through and including December 31, 2012.
the interest rate of the Cognovit Promissory Note from three percent (3.0%) to ten percent (10.0%). Further amend the amount of
the Cognovit Promissory Note to $368,906.17.
the definition of Loan Amount in the Loan Agreement dated February 8, 2011 from $1,365,780.00 to $368,906.17.
First Amendment to Loan Documents and the Loan Documents embody the entire agreement and understanding between the Authority and
the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
WITNESS WHEREOF, this Agreement has been executed and delivered as of the date hereinbefore written.
||OHIO AIR QUALITY DEVELOPMENT AUTHORITY|
||/s/ W. Todd Nein|
||W. Todd Nein|
||Title: Interim Executive Director|
||SCI ENGINEERED MATERIALS, INC.,
AN OHIO CORPORATION|
||/s/ Daniel Rooney 3/20/2012|
||Title: President and CEO |