Post by Zoinkers on Aug 1, 2006 16:27:40 GMT -5
Form 8-K for SEAENA INC.
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8-Jun-2006
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On June 2, 2006, the registrant entered into a Credit Agreement with North Fork Bank, Melville, New York. The Credit Agreement provided for a term loan in the principal amount of $3,000,000 and a line of credit in the amount of $1,000,000.
The term loan bears interest initially at the Bank's prime rate plus 1% (the "ABR") and may from time to time bear interest at the ABR or the base LIBOR rate plus 3% (the "LIBOR Rate"), as determined by the registrant. The term loan note requires quarterly installments of principal and interest beginning March 31, 2007. All but $59,000 of the proceeds of this loan were used to payoff existing debt owed to Hapoalim Bank and Leumi Bank.
The line of credit may be ABR or LIBOR Rate loans, as determined by the registrant. The registrant drew down $350,000, of which $50,000 was used for the costs of the transaction and $300,000 will be used for working capital.
The registrant may prepay both of the loans in whole or in part without premium or penalty. The registrant granted the Bank a security interest in all of the assets of the registrant and the registrant's subsidiaries, patents and applications for patents of Lazer-Tek Designs (the registrant's wholly-owned subsidiary), and trademarks of Lazer-Tek Designs (the "Collateral"). In addition, Marshall Butler and Kevin Ryan, officers, directors and principal shareholders of the registrant guaranteed the repayment of the loans and pledged certain securities they own as additional collateral. Messrs. Butler and Ryan also agreed to subordinate any claims or liens they might have against the registrant or in the Collateral to the interest of the Bank. As of May 31, 2006, the registrant executed unsecured demand promissory notes to Messrs. Butler and Ryan in the amounts of $910,000 and $882,500, respectively. The notes bear interest at 10% per annum. These notes evidence advances that had been made by Messrs. Butler and Ryan to the registrant and its subsidiaries for working capital.
The registrant is obligated to keep certain financial covenants, including maintaining a consolidated tangible net worth of no less than $2,743,000 plus 100% of cumulative consolidated net income for each completed fiscal year (commencing with the 2006 fiscal year) for which consolidated net income is positive, maintaining certain financial ratios, and not incurring a consolidated net loss with respect to any fiscal quarter commencing with the fiscal quarter ending September 30, 2006.
Item 9.01 Financial Statements and Exhibits
Exhibits:
Regulation
S-B Number Document
10.1 Credit Agreement between Seaena, Inc. and North Fork Bank dated
June 2, 2006*
10.2 Line of Credit Note dated June 2, 2006*
10.3 Term Loan Note dated June 2, 2006*
10.4 Individual Guaranty of Marshall Butler dated June 2, 2006*
10.5 Individual Guaranty of Kevin Ryan dated June 2, 2006*
10.6 Unsecured Demand Promissory Note in favor of Kevin T. Ryan dated
May 31, 2006*
10.7 Unsecured Demand Promissory Note in favor of Marshal D. Butler
dated May 31, 2006*
*To be filed by amendment
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8-Jun-2006
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On June 2, 2006, the registrant entered into a Credit Agreement with North Fork Bank, Melville, New York. The Credit Agreement provided for a term loan in the principal amount of $3,000,000 and a line of credit in the amount of $1,000,000.
The term loan bears interest initially at the Bank's prime rate plus 1% (the "ABR") and may from time to time bear interest at the ABR or the base LIBOR rate plus 3% (the "LIBOR Rate"), as determined by the registrant. The term loan note requires quarterly installments of principal and interest beginning March 31, 2007. All but $59,000 of the proceeds of this loan were used to payoff existing debt owed to Hapoalim Bank and Leumi Bank.
The line of credit may be ABR or LIBOR Rate loans, as determined by the registrant. The registrant drew down $350,000, of which $50,000 was used for the costs of the transaction and $300,000 will be used for working capital.
The registrant may prepay both of the loans in whole or in part without premium or penalty. The registrant granted the Bank a security interest in all of the assets of the registrant and the registrant's subsidiaries, patents and applications for patents of Lazer-Tek Designs (the registrant's wholly-owned subsidiary), and trademarks of Lazer-Tek Designs (the "Collateral"). In addition, Marshall Butler and Kevin Ryan, officers, directors and principal shareholders of the registrant guaranteed the repayment of the loans and pledged certain securities they own as additional collateral. Messrs. Butler and Ryan also agreed to subordinate any claims or liens they might have against the registrant or in the Collateral to the interest of the Bank. As of May 31, 2006, the registrant executed unsecured demand promissory notes to Messrs. Butler and Ryan in the amounts of $910,000 and $882,500, respectively. The notes bear interest at 10% per annum. These notes evidence advances that had been made by Messrs. Butler and Ryan to the registrant and its subsidiaries for working capital.
The registrant is obligated to keep certain financial covenants, including maintaining a consolidated tangible net worth of no less than $2,743,000 plus 100% of cumulative consolidated net income for each completed fiscal year (commencing with the 2006 fiscal year) for which consolidated net income is positive, maintaining certain financial ratios, and not incurring a consolidated net loss with respect to any fiscal quarter commencing with the fiscal quarter ending September 30, 2006.
Item 9.01 Financial Statements and Exhibits
Exhibits:
Regulation
S-B Number Document
10.1 Credit Agreement between Seaena, Inc. and North Fork Bank dated
June 2, 2006*
10.2 Line of Credit Note dated June 2, 2006*
10.3 Term Loan Note dated June 2, 2006*
10.4 Individual Guaranty of Marshall Butler dated June 2, 2006*
10.5 Individual Guaranty of Kevin Ryan dated June 2, 2006*
10.6 Unsecured Demand Promissory Note in favor of Kevin T. Ryan dated
May 31, 2006*
10.7 Unsecured Demand Promissory Note in favor of Marshal D. Butler
dated May 31, 2006*
*To be filed by amendment