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): August 31, 2010
| | | | | | |
| Commission File Number | | Exact name of registrant as specified in its charter, Principal Office Address and Telephone Number | | State of Incorporation | | I.R.S. Employer Identification No. |
| | | |
| 333-124154 | | Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | | Delaware | | 20-1398860 |
| | | |
| 333-45823 | | Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | | Delaware | | 22-2940378 |
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)) |
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
| ITEM 1.01 | Entry into a Material Definitive Agreement |
On August 31, 2010, Stanadyne Corporation (“Stanadyne”), Stanadyne Intermediate Holding Corp., and Wells Fargo Capital Finance, LLC entered into a First Amendment to the EXIM Guarantied Credit Agreement (“Amendment”). The purpose of the Amendment was to increase the “Maximum Revolver Amount” under the Credit Agreement that is guaranteed by the Export-Import Bank from $7.5 million to $9 million and to enter into a new Export-Import Bank borrower agreement that reflected such increase and that would be coterminous with the Credit Agreement so that both agreements now expire on August 13, 2013. In addition to the Amendment, Stanadyne entered into a new Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement dated as of August 31, 2010 (the “New EXIM Agreement”) to reflect these changes. All other terms of the Credit Agreement (including total credit availability) and the New EXIM Agreement are materially unchanged from the prior agreements.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | |
| 10.1 | | First Amendment To EXIM Guarantied Credit Agreement dated as of August 31, 2010 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation. |
| |
| 10.2 | | Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement entered into by Stanadyne Corporation as of August 31, 2010 |
SIGNATURES
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.
| | | | | | |
| | | | Stanadyne Holdings, Inc. |
| | | | (Registrant) |
| | | |
| Date: September 7, 2010 | | | | By: | | /S/ STEPHEN S. LANGIN |
| | | | | | Stephen S. Langin |
| | | | | | Chief Financial Officer |
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.
| | | | | | |
| | | | Stanadyne Corporation |
| | | | (Registrant) |
| | | |
| Date: September 7, 2010 | | | | By: | | /S/ STEPHEN S. LANGIN |
| | | | | | Stephen S. Langin |
| | | | | | Vice President and |
| | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
EXHIBIT | | DESCRIPTION |
| |
| 10.1 | | First Amendment To EXIM Guarantied Credit Agreement dated as of August 31, 2010 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation. |
| |
| 10.2 | | Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement entered into by Stanadyne Corporation as of August 31, 2010 |
