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): November 2, 2005
TRC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 1-9947 | | 06-0853807 |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
| | | | |
21 Griffin Road North, Windsor, Connecticut 06095 |
(Address of Principal Executive Offices) (Zip Code) |
| | | | |
(860) 298-9692 |
(Registrant’s telephone number, including area code) |
| | | | |
5 Waterside Crossing, Windsor, Connecticut 06095 |
(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:
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 Definitive Material Agreement.
TRC Companies, Inc. and its subsidiaries (collectively, the “Company”) entered into a Forbearance Agreement and Global Amendment to Credit Documents, dated as of November 2, 2005 (the “Forbearance Agreement”) with Wachovia Bank, National Association (the “Agent”), and certain other lenders (together with the Agent, the “Lenders”) in connection with the Company’s Amended and Restated Revolving Credit Agreement, dated as of March 31, 2004, as amended as of March 29, 2005 (the “Credit Agreement”).
Under the terms of the Forbearance Agreement, the Lenders have agreed to continue to make loans under the Credit Agreement of up to $62,000,000 and forbear in the exercise of their rights and remedies under the Credit Agreement for all periods through January 15, 2006, provided no new event of default occurs under the Credit Agreement or the Forbearance Agreement. Additionally, the Company has agreed, among other things, to pay an additional 2% interest on each outstanding loan under the Credit Agreement and to provide Agent and its consultant full access to the Company’s financial books and records and provide Lenders with certain financial and other deliverables. The Company will not, without the consent of the Lenders (i) incur any additional indebtedness; (ii) pay any cash dividend or make any distribution to the Company’s stockholders, except with respect to the redemption of stock with stock; or (iii) become party to a merger, consolidation, or acquisition or sell or otherwise dispose of its assets. In the event the Company sells certain of its assets, it will pay to the Lenders any amount obtained from any such sale, as repayment of outstanding loans under the Credit Agreement, and 70% of the net proceeds of such sales will permanently reduce the available credit. The Forbearance Agreement also amends certain provisions of the Credit Agreement, including among other things, by removing all cure periods from future events of default, and adding a material adverse change as an event of default.
A copy of the Forbearance Agreement is filed with this report as Exhibit 10.1 and is incorporated herein by reference.
2
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Forbearance Agreement and Global Amendment to Credit Documents, dated as of November 2, 2005, by and among the Company, Wachovia Bank, National Association, and Certain of the Company’s Lenders.
99.1 News Release titled “TRC Announces Further Delay in Filing of Form 10-K”, dated November 2, 2005.
3
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.
Dated: November 8, 2005 | | TRC Companies, Inc. |
| | |
| By: | /s/ Harold C. Elston, Jr. | |
| | Harold C. Elston, Jr. |
| | Senior Vice President and |
| | Chief Financial Officer |
4
EXHIBIT INDEX
Exhibit No. | | Description |
| | |
10.1 | | Forbearance Agreement and Global Amendment to Credit Documents, dated as of November 2, 2005, by and among the Company, Wachovia Bank, National Association, and Certain of the Company’s Lenders. |
| | |
99.1 | | News release, dated November 2, 2005, issued by TRC Companies, Inc. announcing the further delay in filing of the Company’s Form 10-K for the fiscal year ended June 30, 2005. |
5
