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 Earliest Event Reported
October 1, 2009
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
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1-10655
(Commission File Number)
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23-1714256
(IRS Employer Identification Number) |
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County Line Industrial Park
Southampton, Pennsylvania
(Address of principal executive offices)
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18966
(Zip Code) |
Registrants telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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 1.01. Entry into a Material Definitive Agreement.
Amendment to PNC Credit Facility
Environmental Tectonics Corporation (ETC or the Company) and PNC Bank, National
Association (PNC Bank) are parties to an agreement pursuant to which the Company has access to a
$20,000,000 revolving line of credit with PNC Bank (the 2007 PNC Credit Facility). The
description of the 2007 PNC Credit Facility set forth in this Form 8-K is not complete and is
qualified in its entirety by reference to the Companys Current Reports on Form 8-K filed with the
Securities and Exchange Commission on April 27, 2009 and July 6, 2009, and is incorporated herein
by reference.
On October 1, 2009, the 2007 PNC Credit Facility was amended to extend the maturity date to
June 30, 2011. Additionally, the affirmative covenants were adjusted. The Consolidated Tangible
Net Worth covenant was modified to reflect the impact on the Companys balance sheet of the Lenfest
Financing Transaction. Effective with each fiscal quarter ending after October 1, 2009, the
Company must maintain a minimum Consolidated Tangible Net Worth of at least $10,000,000. The
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenant was changed for
fiscal periods beginning after December 1, 2009. Beginning with the first fiscal quarter ending
after December 1, 2009, and for each fiscal quarter ending thereafter, the Company must maintain a
minimum aggregate EBITDA of $4,000,000 for the fiscal quarter then ending and the three preceding
fiscal quarters.
Incorporation by Reference
The foregoing description of the Amendment to the 2007 PNC Credit Facility is qualified in its
entirety by reference to such Amendment. The Amendment to the 2007 PNC Credit Facility is filed as
Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
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1.1 |
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First Amendment to 2007 PNC Credit Facility, dated October 1, 2009. |
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