SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 22, 2016 (July 21, 2016)
SCI Engineered Materials, Inc.
(Exact Name of Registrant as specified in its charter)
|(State or other||(Commission File No.)||(IRS Employer|
2839 Charter Street
Columbus, Ohio 43228
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
(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 (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))|
ITEM 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in "Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant" of this Current Report on Form 8-K is incorporated in this Item 1.01 by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 21, 2016, SCI Engineered Materials, Inc. (the “Company”) signed an amendment (“Fifth Amendment to Loan Documents”) to the Ohio Air Quality Development Authority (“OAQDA”) 166 Direct Loan (“Loan”). The amendment provides for the following: i) amend section 4.3 (e) Financial Covenants of the Loan Agreement so that (ii) Debt Service Coverage is waived for all remaining quarters of the loan beginning with the quarter ending June 30, 2016.
ITEM 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Fifth Amendment to Loan Documents.
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.
|SCI ENGINEERED MATERIALS, INC.|
|Date: July 22, 2016||By:||/s/ Daniel Rooney|
Chairman of the Board, President and Chief Executive Officer
FIFTH AMENDMENT TO LOAN DOCUMENTS
THIS FIFTH AMENDMENT TO LOAN DOCUMENTS is made and entered into as of May 10, 2016 by and between the Ohio Air Quality Development Authority ("Authority") of the State of Ohio (the "State"), and SCI Engineered Materials, Inc., an Ohio Corporation (the "Company"), under the circumstances summarized in the following recitals and pursuant to Authority Resolution 16A07 of same date.
WHEREAS, the Company executed Loan Documents with the Authority on February 8, 2011 and with the meaning to include “all documents, instruments and agreements delivered to or required by the Authority to evidence or secure the Loan, including this [Loan] Agreement, as required by the Commitment and this [Loan] Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to time” as set forth in the Loan Agreement;
WHEREAS, the Company has experienced certain slowness in market demand from its solar industry products, causing greater investment in new product development and marketing costs. Hence, the market has impacted the financial results so although the Company is in compliance with a financial ratio at March 31, 2016, it anticipates possible noncompliance of the Debt Service Coverage at June 30, 2016 and thereafter. The Company requests waiver of the Debt Service Coverage ratio through the remaining term of the loan expiring March 31, 2018.
NOW, THEREFORE, in consideration of the premises and the representations and agreements hereinafter contained, the Authority and the Company agree as follows:
AMEND Section 4.3 (e) Financial Covenants of the Loan Agreement so that (ii) Debt Service Coverage requirement is waived for all remaining quarters of the loan beginning with the quarter ending June 30, 2016.
This Fifth Amendment to Loan Documents and the Loan Documents embody the entire agreement and understanding between the Authority and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
[signatures on next page]
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date hereinbefore written.
|OHIO AIR QUALITY DEVELOPMENT AUTHORITY|
|By: /s/ Chadwick Smith|
|Title: Executive Director|
|SCI ENGINEERED MATERIALS, INC., AN OHIO CORPORATION|
|By: /s/ Daniel Rooney|
|Title: Pr esident and CEO|