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): September 30, 2009
World Energy Solutions, Inc. |
(Exact Name of Registrant as Specified in Charter)
Delaware | | 333-136528 | | 04-3474959 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
446 Main Street Worcester, Massachusetts | | 01608 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (508) 459-8100
n/a
(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 (see General Instruction A.2. below):
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))
On September 30, 2009, World Energy Solutions, Inc., and its wholly-owned subsidiary World Energy Securities Corp. (collectively, the “Company”) entered into a First Loan Modification Agreement (the “Modification Agreement”) with Silicon Valley Bank (“SVB”). The Modification Agreement amends and extends the Loan and Security Agreement with SVB dated September 8, 2008 (the “Loan Agreement”). Under the Modification Agreement, SVB has continued its commitment to make advances to the Company in an aggregate amount of up to $3,000,000, subject to availability against certain eligible account receivables and eligible retail backlog. The credit facility now bears interest at a floating rate per annum based on the prime rate plus 1.25% on advances made against eligible accounts receivable and prime rate plus 2.00% on advances made against eligible retail backlog, with the prime rate being subject to a 4% floor. These interest rates are subject to change based on the Company's maintenance of an adjusted quick ratio of one-to-one. All unpaid principal and accrued interest is due on March 7, 2011.
The Company continues to intend to use the credit facility solely as working capital and to fund its general business requirements.
The credit facility is secured by a first priority perfected security interest in substantially all of the Company’s assets. The Company must comply with certain affirmative and negative covenants, including a minimum earnings before interest, taxes, depreciation, amortization and non-cash stock-based compensation (EBITDA) covenant. Any failure by the Company to comply with these covenants and any other obligations under the Agreement could result in an event of default which could lead to acceleration of the amounts owed and other fees and remedies.
The foregoing description of the Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Modification Agreement attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference, and the Loan Agreement, incorporated therein and herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Our discussion under Item 1.01 of this Current Report is hereby incorporated by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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.
| WORLD ENERGY SOLUTIONS, INC. |
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Date: October 6, 2009 | By: | /s/ James Parslow |
| | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit | Description |
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10.1 | First Loan Modification Agreement, dated September 30, 2009, to Loan and Security Agreement with Silicon Valley Bank |
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10.2 | Loan and Security Agreement with Silicon Valley Bank dated September 8, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed September 8, 2008 (File No. 333-136528)) |
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99.1 | Press release dated October 6, 2009 |
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