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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 22, 2009
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SPIRE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-12742 04-2457335
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
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(Registrant's telephone number, including area code)
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):
[ ] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 22, 2009, Spire Corporation (the "Company") and its subsidiaries
entered into two separate credit facilities with Silicon Valley Bank (the
"Bank") providing for credit lines of up to $8 million in the aggregate: (i) an
Amended and Restated Loan and Security Agreement (the "Restated Revolving Credit
Facility") pursuant to which the Bank agreed to provide the Company with a
credit line of up to $3 million and (ii) an Export-Import Bank Loan and Security
Agreement (the "Ex-Im Facility") pursuant to which the Bank agreed to provide
the Company with a credit line of up to $5 million to be guaranteed by the
Export-Import Bank of the United States (the "EXIM Bank").
Under the terms of the Restated Revolving Credit Facility, the Bank agreed
to provide the Company with a credit line of up to $3 million. The Company's
obligations under the Restated Revolving Credit Facility are secured by
substantially all of the assets of the Company and its subsidiaries. Advances
under the Restated Revolving Credit Facility are limited to 80% of eligible
receivables. Interest on outstanding borrowings accrues at a rate per annum
equal to the greater of (i) the prime rate plus 1.75% or (ii) 7.75%; provided,
however, that if the Company achieves positive net income over a trailing
3-month period, interest on outstanding borrowings drops and accrues during such
period at a rate per annum equal to the greater of (i) the prime rate plus 0.75%
or (ii) 6.75%. In addition, the Company agreed to pay the Bank a monthly
collateral monitoring fee in the event the Company is in default of its
covenants and agreed to the following additional terms: (i) $67,500 commitment
fee; (ii) an unused line fee in the amount of 0.75% per annum of the average
unused portion of the revolving line; and (iii) an early termination fee of 1.0%
of the total credit line.
In addition, under the Restated Revolving Credit Facility, the Company's
existing "Equipment Credit Facility" with the Bank (originally dated May 25,
2007) was amended whereby the Bank and the Company agreed that there would be no
additional availability under such facility and, based on an outstanding
principal amount of $1,167,000, the Company would continue to make monthly
installments of principal of $97,222 plus accrued interest until the outstanding
balance was paid in full on June 10, 2010. The Company's interest rate with
respect to the outstanding balance was also modified so that interest accrues at
a rate per annum equal to the greater of (i) the prime rate plus 1.75% or (ii)
7.75%.
Under the terms of the Ex-Im Facility, the Bank agreed to provide the
Company with a credit line up to $5 million for working capital to be guaranteed
by the EXIM Bank. The Company's obligations under the Ex-Im Facility are secured
by substantially all of the assets of the Company and its subsidiaries. Advances
under the Ex-Im Facility are limited to (i) 90% of eligible receivables subject
to a suitable foreign currency hedge agreement if applicable, plus (ii) 75% of
all other eligible receivables billed in foreign currency, plus (iii) the lesser
of 50% of the value of eligible inventory, as defined, or $3 million. Interest
on outstanding borrowings accrues at a rate per annum equal to the greater of
(i) the prime rate plus 1.75% or (ii) 7.75%; provided, however, that if the
Company achieves positive net income over a trailing 3-month period, interest on
outstanding borrowings drops and accrues during such period at a rate per annum
equal to the greater of (i) the prime rate plus 0.75% or (ii) 6.75%. In
addition, in the event of an early termination, the Company agreed to pay the
Bank an early termination fee of 1.0% of the total credit line.
Under the Restated Revolving Credit Facility and the Ex-Im Facility, as
long as any commitment remains outstanding under the facilities, the Company
must comply with a minimum tangible net worth covenant and a minimum liquidity
covenant. In addition, until all amounts under the credit facilities with the
Bank are repaid, covenants under the credit facilities impose restrictions on
the Company's ability to, among other things, incur additional indebtedness,
create or permit liens on the Company's assets, merge, consolidate or dispose of
assets (other than in the ordinary course of business), make dividend and other
restricted payments, make certain debt or equity investments, make certain
acquisitions, engage in certain
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transactions with affiliates or change the business conducted by the Company and
its subsidiaries. Any failure by the Company to comply with the covenants and
obligations under the credit facilities could result in an event of default, in
which case the Bank may be entitled to declare all amounts owed to be due and
payable immediately.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information provided pursuant to Item 1.01 regarding the Company's
entry into the Restated Revolving Credit Facility and the Ex-Im Facility is
incorporated into this Item 2.03 by reference.
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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 hereunto duly authorized.
SPIRE CORPORATION
Date: June 25, 2009 By: /s/ Christian Dufresne
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Christian Dufresne
Chief Financial Officer and Treasurer
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