Attached files
| file | filename |
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| EX-10.4 - MATERIAL CONTRACTS - VERSAR INC | a09222017115826-0001.htm |
| EX-10.3 - MATERIAL CONTRACTS - VERSAR INC | wendellnewtonspromisoryno.htm |
| EX-10.2 - MATERIAL CONTRACTS - VERSAR INC | charleswscottpromisorynot.htm |
| EX-10.1 - MATERIAL CONTRACTS - VERSAR INC | jamesemeryjrpromisorynote.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): October 6, 2017
(September 17, 2017)
VERSAR, INC.
(Exact name of registrant as specified in
charter)
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Delaware
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1-9309
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54-0852979
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(State or Other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6850 Versar CenterSpringfield, Virginia 22151(Address of principle executive offices, including
zip code) (703) 750-3000Registrant’s
telephone number, including area codeN/A(Former name of registrant,
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12(b))
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☐
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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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☐
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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 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
As
previously announced, on September 22, 2017, Versar, Inc., a
Delaware corporation (the “Company”), Kingswood
Genesis Fund I, LLC, a Delaware limited liability company
(“Kingswood")
and KW Genesis Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent (“Merger Sub”) entered into
an Agreement and Plan of Merger, as amended and restated by the
Amended and Restated Agreement and Plan of Merger, dated as of
September 27, 2017 (the “Merger
Agreement”).
On
September 17, 2017, in connection with Kingswood’s
negotiations with the Company’s subordinated debt holders in
anticipation of the completion of the Merger Agreement, the Company
entered into promissory notes with certain existing creditors
pursuant to which the creditors have agreed to extend the payment
terms of the indebtedness owing by the Company to such creditors.
Each of these promissory notes was issued in cancellation of an
existing promissory note executed by the Company and payable to the
applicable creditor and is subject to the condition that if the
Company fails to consummate the closing of a sale of the Company
pursuant to the Merger Agreement on or before November 15, 2017,
such promissory note will be void and of no effect. In the event
that the Merger is not consummated on or before November 15, 2017,
these obligations will revert back to their original terms and be
immediately due and payable. The aggregate principal amount of the
new notes is approximately $3.7 million.
Further,
on September 22, 2017, the Company and Kingswood entered into a
letter agreement with a third party creditor of the Company in
settlement of claims. The letter agreement, among other things,
provides for a forbearance period and release of claims. The
forbearance period will terminate and the release of claims will
not become effective if the merger contemplated by the Merger
Agreement is not consummated on or before December 26, 2017.
Pursuant to the letter agreement and in consideration of the
settlement of claims, the Company agreed to execute a promissory
note payable to the creditor in the original principal amount of
$1,444,593.
The foregoing description of the promissory notes and letter
agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the promissory notes and
letter agreement, which are attached hereto as exhibits, and are
incorporated herein by reference.
Additional Information and Where to Find It
This
communication is neither an offer to purchase nor a solicitation of
an offer to sell any shares of the capital stock of Versar or any
other securities. On the commencement date of the tender offer
contemplated by the Merger Agreement (the “Offer”), a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, will be filed with the United
States Securities and Exchange Commission (the “SEC”). The offer to
purchase shares of Versar stock will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed with such Schedule TO. The tender offer statement will be
filed with the SEC by an affiliate of Kingswood and Versar is
obligated to file a solicitation/recommendation statement with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS
THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the information agent for the tender offer, which will be named
in the tender offer statement.
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Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
10.2
10.3
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Promissory
Note, dated September 17, 2017, between Versar, Inc. and James W.
Emery
Promissory
Note, dated September 17, 2017, between Versar, Inc. and Charles W.
Scott
Promissory
Note, dated September 19, 2017, between Versar, Inc. and Wendell
Newton
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10.4
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Letter
Agreement between Versar, Inc. and Applied Research Associates,
Inc., dated September 22, 2017
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SIGNATURE
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.
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October 6, 2017
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Versar, Inc.
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By:
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/s/ James D. Villa
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James D. Villa
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Senior Vice President and General Counsel
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