july8k.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 30,
2009
THE L.S.
STARRETT COMPANY
(Exact
name of registrant as specified in its charter)
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Massachusetts
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1-367
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04-1866480
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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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121
CRESCENT STREET, ATHOL, MASSACHUSETTS 01331
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number:
978-249-3551
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:
[
] 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)
Items
1.01 Entry
into a Material Definitive Agreement
On June
30, 2009, The L.S. Starrett Company (the “Company”) and certain of the Company’s
subsidiaries (the “Subsidiaries”) entered into a Loan and Security Agreement
(the “New Credit Facility”) with TD Bank, N.A., as
lender.
The New
Credit Facility replaces the Company’s previous Reducing Revolver and Line of
Credit Agreement held with Bank of America, N.A. with a $23 million line of
credit. The interest rate under the New Credit Facility is based upon
a grid which uses the ratio of Funded Debt/EBITDA to determine the floating
margin that will be added to one-month LIBOR. The initial rate will
be one-month LIBOR plus 1.75%. The New Credit Facility matures on
April 30, 2012.
The
obligations under the New Credit Facility are unsecured. However, in
the event of certain triggering events, the obligations under the New Credit
Facility will become secured by the assets of the Company and the
Subsidiaries.
Availability
under the New Credit Facility is subject to a borrowing base comprised of
accounts receivable and inventory. The Company believes that the
borrowing base will consistently produce availability under the New Credit
Facility in excess of $23 million. In addition, the Company
anticipates that it will not need to fully utilize the amounts available to the
Company and the Subsidiaries under the New Credit Facility.
The New
Credit Facility contains financial covenants with respect to leverage, tangible
net worth, and interest coverage, and also contains customary affirmative and
negative covenants, including limitations on indebtedness, liens, acquisitions,
asset dispositions, and fundamental corporate changes, and certain customary
events of default. Upon the occurrence and continuation of an event
of default, the lender may terminate the revolving credit commitment and require
immediate payment of the entire unpaid principal amount of the New Credit
Facility, accrued interest and all other obligations.
The
foregoing description of the New Credit Facility does not purport to be complete
and is qualified in its entirety by reference to the New Credit Facility, which
is attached as Exhibit 10.1 and incorporated herein by reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
See Item
1.01.
Item
9.01 Financial
Statements and Exhibits
Exhibit
No. Description
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10.1
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Loan
and Security Agreement, date as of June 30, 2009, by and among the
Company, the Subsidiaries and TD Bank, N.A.,
as lender.
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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.
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THE
L.S. STARRETT COMPANY
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Date:
July 2, 2009
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By:
/s/ Randall J. Hylek
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Name:
Randall J. Hylek
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Title:
Treasurer and Chief Financial
OfficerOfficer
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