UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 23, 2020
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WD-40 COMPANY
(Exact Name of Registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) |
| 000-06936 (Commission File Number) WD 40 CO (Commission Company Name) |
| 95-1797918 (I.R.S. Employer Identification Number)
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| 9715 Businesspark Avenue, San Diego, California 92131 (Address of principal executive offices, with zip code)
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| (619) 275-1400 (Registrant’s telephone number, including area code)
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| n/a (Former name or former address, if changed since last report)
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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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o | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Common stock, par value $0.001 per share |
| WDFC |
| NASDAQ |
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 o
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 o
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
During the week of March 23, 2020, WD-40 Company (the “Company”) drew an additional $80.0 million in U.S. Dollars under its existing line of credit agreement with Bank of America, N.A. (the “Credit Agreement”), bringing the balance on the line of credit to approximately $149.0 million. As a result of this additional borrowing, the Company has now drawn almost the entirety of the $150.0 million available under the Credit Agreement. Although the Company does not have any current need for this additional liquidity, the Company decided to draw this $80.0 million to ensure future liquidity given the significant impact on global financial markets and the economy as a result of the recent coronavirus outbreak. For additional information on the terms and conditions of the Credit Agreement, see the Company’s Current Report on Form 8-K filed on March 19, 2020, which includes a copy of the Credit Agreement as Exhibit 10(a), incorporated herein by reference.
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ITEM 9.01. |
| Financial Statements and Exhibits |
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| (d) Exhibits |
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.
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| WD-40 Company
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| (Registrant) |
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Date: March 27, 2020 |
| /s/ JAY W. REMBOLT |
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| Jay W. Rembolt
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| Vice President, Finance
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| Treasurer and Chief Financial Officer |
