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)
July 2, 2009
PARADIGM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-09154 | 83-0211506 | ||
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) | |||
9715 Key West Avenue, 3rd Floor, Rockville, Maryland | 20850 | |
| (Address of principal executive offices) | (Zip Code) | |
(301) 468-1200
(Registrant’s telephone number, including area code)
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 July 2, 2009, Paradigm Holdings, Inc. (the “Company”), Paradigm Solutions Corporation (“PSC”), Caldwell Technology Solutions LLC (“CTS), Trinity Information Management Services (“TIMS” collectively with the Company, PSC and CTS, the “Borrower”) and Silicon Valley Bank entered into a Fourth Loan Modification Agreement (the “Loan Amendment”). The Loan Amendment amends that certain Loan and Security Agreement (working capital line of credit) dated as of March 13, 2007, among Borrower and Silicon Valley Bank, as amended by a certain First Loan Modification Agreement dated as of August 11, 2008, as further amended by a certain Second Loan Modification Agreement dated as of March 18, 2009, and as further amended by a certain Third Loan Modification Agreement dated as of May 4, 2009 (as amended, the “Loan Agreement”). The Loan Amendment, among other things, (i) modifies the collateral handling fee payable by the Borrower, (ii) revises certain of the Borrower’s representations and warranties, (iii) increases the charge to Borrower for certain inspections and audits from $750 per person per day to $850 per person per day, (iv) revises the Borrower’s financial covenants, (v) revises the negative covenant regarding the Borrower’s ability to pay dividends or make any distribution or payment or redeem, retire or repurchase any capital stock without the prior consent of Silicon Valley Bank to allow for such payments (subject to certain restrictions) to certain holders of the Company’s Series A-1 Senior Preferred Stock, (vi) amends the definitions of “Prime Rate”, “Applicable Rate” and “EBITDA” and (vii) extends the maturity date to June 11, 2010.
The foregoing description of the terms of the Loan Amendment is not complete and is qualified in its entirety by reference to the Loan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits. |
| Exhibit 10.1 | Fourth Loan Modification Agreement dated July 2, 2009 among Silicon Valley Bank, Paradigm Holdings, Inc., Paradigm Solutions Corporation, Caldwell Technology Solutions LLC and Trinity Information Management Services |
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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.
PARADIGM HOLDINGS, INC.
By: /s/ Peter B. LaMontagne
Peter B. LaMontagne
President and Chief Executive Officer
Date: July 7, 2009
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EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 10.1 | Fourth Loan Modification Agreement dated July 2, 2009 among Silicon Valley Bank, Paradigm Holdings, Inc., Paradigm Solutions Corporation, Caldwell Technology Solutions LLC and Trinity Information Management Services |
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