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): June 1, 2011
GORDMANS STORES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34842 | | 26-3171987 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
12100 West Center Road
Omaha, Nebraska 68144
(Address of principal executive offices, zip code)
(402) 691-4000
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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)) |
Item 1.01. Entry into a Material Definitive Agreement
On June 1, 2011, Gordmans, Inc. (the “Borrower”), a wholly-owned subsidiary of Gordmans Stores, Inc. (the “Company”), entered into the Fifth Amendment to Loan, Guaranty and Security Agreement (the “Amendment”) by and among the Borrower, each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC, as the arranger and administrative agent for the lenders (“Wells Fargo”) (the “revolving line of credit facility”).
The Amendment amends certain terms of the revolving line of credit facility, including: (a) a decrease in the maximum available borrowings from $78 million to $60 million; (b) an extension of the maturity date of the revolving line of credit facility through June 1, 2015; (c) a 2.0% reduction in the interest rate for base rate advances and LIBOR rate advances both during seasonal and non-seasonal periods; and (d) a decrease in the unused line fee from 0.5% to 0.375%. So long as no default or event of default is continuing, the Borrower may increase the maximum borrowings under the revolving line of credit facility in increments of $5 million up to $80 million in the aggregate.
As of June 1, 2011, the Borrower had paid off the existing equipment loan under the Loan, Guaranty and Security Agreement. The Amendment allows the Borrower to obtain up to a $15 million equipment term loan on certain customary terms and conditions reasonably satisfactory to Wells Fargo.
The description of the Amendment set forth above is qualified in its entirety by the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Fifth Amendment to Loan, Guaranty and Security Agreement, dated June 1, 2011, by and among Gordmans, Inc., each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, as arranger and administrative agent. |
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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.
| | | | | | | | |
| | | | GORDMANS STORES, INC. |
| | | |
| Date: June 7, 2011 | | | | By: | | /s/ Michael D. James |
| | | | | | Name: | | Michael D. James |
| | | | | | Title: | | Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Fifth Amendment to Loan, Guaranty and Security Agreement, dated June 1, 2011, by and among Gordmans, Inc., each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, as arranger and administrative agent. |
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