UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 12, 2019
HOUSTON WIRE & CABLE COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 000-52046 | 36-4151663 |
| (State of Incorporation) | (Commission File Number) | (IRS employer identification no.) |
| 10201 North Loop East | | |
| Houston, TX | | 77029 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (713) 609-2100
Not Applicable
(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))
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 1.01. | Entry into a Material Definitive Agreement |
On March 12, 2019, Houston Wire & Cable Company (the “Company”), as guarantor, HWC Wire & Cable Company and PFI, LLC, as borrowers, and Bank of America, N.A., as lender and agent, entered into a Second Amendment to Fourth Amended and Restated Loan and Security Agreement extending the expiration date of the Company’s $100 million revolving credit facility until March 12, 2024 on substantially the same terms as currently in effect.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On March 12, 2019, Michael T. Campbell notified the Board of Directors of the Company that he does not wish to be considered as a nominee for re-election to the board at the Company’s 2019 Annual Meeting of Stockholders. Mr. Campbell stated that his decision to not stand for reelection was for personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Campbell will continue to serve as a director of the Company for the balance of his current term, which expires at the Annual Meeting in May 2019.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 10.1 | | Second Amendment, dated as of March 12, 2019, to the Fourth Amended and Restated Loan and Security Agreement, dated as of October 1, 2015, among HWC Wire & Cable Company, PFI, LLC (as successor by merger to Vertex Corporate Holdings, Inc. and Vertex-PFI, Inc.), Houston Wire & Cable Company, the lenders or lender named therein and Bank of America, N.A., as agent. |
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 hereunto duly authorized.
| | HOUSTON WIRE & CABLE COMPANY | |
| | | | |
| Date: March 14, 2019 | By: | /s/ Christopher M. Micklas | |
| | | Name: Christopher M. Micklas | |
| | | Title: Chief Financial Officer | |
| | | | |
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