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): November 26, 2012
ITEX Corporation
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 0-18275 | 93-0922994 |
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification number) |
| 3326 160th Avenue SE, Suite 100, Bellevue, WA | 98008 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone, including area code (425) 463-4000
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 (seeGeneral 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 Act17 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On November 28, 2012, ITEX Corporation and U.S. Bank entered into an Amendment to the Revolving Credit Agreement and Note (the “Amendment”), to extend the maturity date of its revolving credit facility to November 30, 2013, with a maximum loan amount of $1.0 million. In addition, certain financial covenants were modified to reduce the bank’s tangible net worth requirement from $6.0 to $5.0 million. The line of credit facility was originally established with U.S. Bank on December 2, 2004. There is no current outstanding balance on the line of credit. In connection with the Amendment, ITEX paid a $1,250 loan fee.
The foregoing summary of the Amendment is qualified in its entirety by the terms and provisions of the Amendment. A copy of the Amendment is filed as Exhibit 10.1 to this report. The Revolving Credit Agreement was attached as Exhibit 10.1 to our current report on Form 8-K, filed November 12, 2009, and is incorporated by reference. The Business Security Agreement granting a security interest in specified Collateral (defined in the Security Agreement) to U.S. Bank to secure obligations under the Credit Agreement and Note was attached as Exhibit 10.2 to our current report on Form 8-K, filed July 6, 2005, and is incorporated by reference.
| Item 2.03 | Creation of a Direct Financial Obligation |
The information set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 7.01 | Regulation FD Disclosure |
On November 30, 2012, ITEX Corporation posted in the investor relations section of its website an investor presentation as well as summary information entitled an “ITEX Snapshot.” The slide presentation is attached to this Current Report on Form 8-K as Exhibit 99.1. The ITEX Snapshot is attached to this report as Exhibit 99.1. The attached exhibits 99.1 and 99.2 are furnished to, but not filed with, the Securities and Exchange Commission.
| Item 8.01 | Other Events |
On November 26, 2012, the Board of Directors of ITEX Corporation declared a quarterly cash dividend of $.04 per share payable on December 20, 2012, to stockholders of record as of the close of business on December 10, 2012.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 10.1 | Amendment to Revolving Credit Agreement and Note | |
| 99.1 | Investor Presentation | |
| 99.2 | ITEX Snapshot | |
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.
| ITEX Corporation (Registrant) | |||
| Date: November 30, 2012 | By: | /s/ Steven White | |
| Steven White Chief Executive Officer | |||
