UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 30, 2018
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STRATTEC SECURITY CORPORATION
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(Exact name of registrant as specified in charter)
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Wisconsin
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(State or other jurisdiction of incorporation)
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0-25150
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39-1804239
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(Commission File Number)
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(I.R.S. Employer I.D. Number)
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3333 West Good Hope Road
Milwaukee, WI
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53209
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(Address of Principal Executive Offices)
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(Zip Code)
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(414) 247-3333
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(Registrant's telephone number; including area code)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1 - Registrant's Business and Operations
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Entry into a Material Definitive Agreement
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Effective as of December 30, 2018, ADAC-STRATTEC, LLC ("ADAC-STRATTEC"), a
majority owned subsidiary of STRATTEC SECURITY CORPORATION (the "Company"), entered into a sixth amendment (the "Amendment") to its June 28, 2012 Credit Agreement, as previously amended by an Amendment No. 1 dated January 22, 2014, an Amendment No. 2 dated June 25, 2015, an Amendment No. 3 dated April 27, 2016, an Amendment No. 4
dated June 26, 2017 and an Amendment No. 5 dated March 27, 2018 (collectively, the "ADAC-STRATTEC Credit Agreement"), with BMO Harris Bank N.A., as lender. The Amendment
extends the maturity date or term of the ADAC-STRATTEC Credit Agreement for an additional year until August 1, 2021, revises the applicable LIBOR margin for borrowings under the credit facility and makes certain other changes described in the
Amendment. The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Section 2 - Financial Information
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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As described above under Item 1.01, on December 30, 2018, ADAC-STRATTEC entered into an amendment to its credit agreement with BMO Harris
Bank N.A. extending the term for an additional year until August 1, 2021 and making certain other changes to the ADAC-STRATTEC Credit Agreement described in the Amendment.
Section 9 - Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
The following exhibit is filed herewith:
Exhibit 10.1 – Amendment No. 6 to ADAC-STRATTEC Credit Agreement, dated as of December 30, 2018, between ADAC-STRATTEC,
LLC and BMO Harris Bank N.A., as lender.
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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STRATTEC SECURITY CORPORATION
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Date: December 31, 2018
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By:
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/s/ Patrick J. Hansen
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Patrick J. Hansen, Senior Vice President and
Chief Financial Officer
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EXHIBIT 10.1
AMENDMENT NO. 6 TO CREDIT AGREEMENT
As of December 30, 2018
BMO Harris Bank N.A.
770 North Water Street
Milwaukee, Wisconsin 53202
Attention: Corporate Banking
Ladies and Gentlemen:
ADAC-Strattec, LLC, a Delaware limited liability company (the “Company”),
hereby agrees with you as follows:
1. Definitions. Reference is made to that certain Credit Agreement dated as of June 28, 2012 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”) between the Company and BMO Harris Bank N.A. (the “Lender”). All capitalized terms used and not otherwise defined herein shall
have the meanings given to such terms by the Credit Agreement as amended hereby.
2. Background. The Company has requested that the Lender agree to (i) extend the term of the Credit Agreement to August 1, 2021, and (ii) make certain other changes to the Credit Agreement. Subject to all of the terms and
conditions hereof, the Lender and the Company have agreed to such amendment on the terms set forth below.
3. Amendment to Credit Agreement. Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Credit Agreement shall be amended as of the date first written above as follows:
a. All references to the Credit
Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby.
b. The definition of “LIBOR Margin”
contained in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:
“LIBOR Margin” means 1.25% per annum.
c. The first sentence of Section 2.01
of the Credit Agreement is amended to change the date “August 1, 2020” to “August 1, 2021”.
d. Section 7.01(a) of the Credit
Agreement is amended and restated in its entirety as follows:
(a) Tangible Net Worth. The Company shall maintain Tangible Net Worth as of the end of each fiscal quarter in an amount at least equal to (i) until June 30, 2019, $27,000,000, and (ii) commencing on
June 30, 2019 and at all times thereafter, $30,000,000.
4. Conditions. Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:
a. It has been executed and delivered
by all parties to the Credit Agreement as amended hereby, and acknowledged and agreed to by STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Guarantor”);
b. The Lender shall have received a
certificate as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization; and
c. The Company and the Guarantor shall
have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.
5. Representations and Warranties. The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without limitation the representations and warranties
set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement. The Company also represents and warrants that (A)
since June 30, 2018 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution, delivery and performance of this Amendment are
within the limited liability company powers of the Company, have been duly authorized by all necessary limited liability company action and do not and will not (i) require any consent or approval of the stockholders or members of the Company; (ii)
violate any provision of the certificate of formation or limited liability company operating agreement of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having
applicability to the Company or any Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of or constitute a default under, or result in the
imposition of any lien, charge or encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is a party or by which it or its properties may be
bound or affected. This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with
its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.
6. Confirmation of Agreements. Except as expressly provided above, the Credit Agreement and the Loan Documents shall remain in full force and effect. This Amendment does not constitute a waiver or amendment of any
term, condition or covenant in the Credit Agreement other than as specifically set forth above. Nothing contained in this Amendment or in any other document, or any course of dealing with the Company, shall be construed to imply that there is
any agreement by the Lender to provide any waiver or agree to any amendment in the future. This Amendment shall not release, discharge or satisfy any present or future debts, obligations or liabilities to the Lender of the Company or of any
debtor, guarantor or other person or entity liable for payment or performance of any of such debts, obligations or liabilities of the Company, or any mortgage, security interest, lien or other collateral or security for any of such debts,
obligations or liabilities of the Company or such debtors, guarantors or other persons or entities, or waive any default except as expressly provided herein, and the Lender expressly reserves all of its rights and remedies with respect to the
Company and all such debtors, guarantors or other persons or entities, and all such mortgages, security interests, liens and other collateral and security. This is an amendment and not a novation. The Company acknowledges and agrees that the
obligations under the Credit Agreement and the Note exist and are owing with no offset, defense or counterclaim assertible by the Company and that the Credit Agreement, the Note and the Loan Documents are valid, binding and fully enforceable
according to their respective terms.
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7. Miscellaneous. The Company shall be responsible for the payment of all fees and out-of-pocket disbursements incurred by the Lender in connection with the preparation, execution, delivery, administration and enforcement of
this Amendment including all costs of collection, and including without limitation the reasonable fees and disbursements of counsel for the Lender, whether or not any transaction contemplated by this Amendment is consummated. The provisions of
this Amendment shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties hereto. All agreements, representations and warranties made herein shall survive the
execution of this Amendment and the making of the loans under the Credit Agreement, as so amended. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. This Amendment may be signed in
any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment is solely for the benefit of the parties hereto and their permitted successors and assigns. No other person or
entity shall have any rights under, or because of the existence of, this Amendment.
[Remainder of this page is intentionally left blank; signature page follows.]
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If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.
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Very truly yours,
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ADAC-STRATTEC, LLC
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(SEAL)
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By:
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/s/ Patrick J. Hansen
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Name:
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Patrick J. Hansen
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Title:
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Executive Manager
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[Signature page to ADAC-Strattec, LLC
Amendment No. 6 to Credit Agreement]
Agreed to as of the date first above written.
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BMO HARRIS BANK N.A.
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By:
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/s/ Brendan Moran
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Name:
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Brendan Moran
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Title:
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Vice President
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[Signature page to ADAC-Strattec, LLC
Amendment No. 6 to Credit Agreement]
ACKNOWLEDGEMENT AND CONSENT OF GUARANTOR
The undersigned Guarantor hereby consents to the foregoing Amendment No. 6 to Credit Agreement and agrees that its Corporate Guarantee
Agreement dated as of June 28, 2012, and all collateral or security therefor, if any, shall remain in full force and effect after giving effect to the foregoing Amendment.
Dated as of the date first above written.
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STRATTEC SECURITY CORPORATION
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By:
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/s/ Frank J. Krejci
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Name:
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Frank J. Krejci
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Title:
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President and Chief Executive Officer
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And by:
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/s/ Patrick J. Hansen
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Name:
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Patrick J. Hansen
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Title:
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Senior Vice President, Chief Financial Officer and Secretary
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