Stanadyne 8-K Entry into a Material Definitive Agreement

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): April 7, 2014

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 communication 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 April 7, 2014, Stanadyne Corporation ("Stanadyne") and Wells Fargo Capital Finance, LLC (“Wells Fargo”) entered into a Sixth Amendment to Credit Agreement (the “Sixth Credit Amendment”) and a Seventh Amendment to EXIM Guarantied Credit Agreement (the “Seventh EXIM Amendment”). The Sixth Credit Amendment extended the Maturity Date of the credit facility from April 30, 2014 to May 30, 2014 in consideration of an amendment fee totaling $10,000.

The purpose of the Seventh EXIM Amendment was to incorporate the Maturity Date extension granted by the Sixth Credit Amendment into the EXIM Guarantied Credit Agreement, in consideration of an amendment fee totaling $18,750.

All other terms of the credit agreements were materially unchanged from the prior agreements.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits    

4.1	Sixth Amendment to Credit Agreement dated as of April 7, 2014 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.
4.2	Seventh Amendment to EXIM Guarantied Credit Agreement dated as of April 7, 2014 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.

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:	April 10, 2014	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:	April 10, 2014	By:	/s/ Stephen S. Langin
			Stephen S. Langin
			Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
4.1	Sixth Amendment to Credit Agreement dated as of April 7, 2014 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.
4.2	Seventh Amendment to EXIM Guarantied Credit Agreement dated as of April 7, 2014 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.