Current Report Filing (8-k)

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): February 27, 2015

VERSAR, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-9309	54-0852979
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6850 Versar Center Springfield, Virginia 22151
(Address of principal executive offices)
(Zip Code)

(703) 750-3000
(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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨	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 February 27, 2015, Versar, Inc. (the “Company” ) and certain of its wholly-owned subsidiaries (the “Co-Borrowers”) entered into a Third Modification Agreement with United Bank, a Virginia banking corporation (the “Bank”) for the purpose of extending the Company’s existing credit facility pursuant to the Second Amended and Restated Loan and Security Agreement dated June 30, 2014 by and among the Bank, Company and the Co-Borrowers (as modified in accordance with that certain First Modification Agreement dated as of July 1, 2014 and that Second Modification Agreement dated as of December 23, 2014). The Third Modification Agreement extended the maturity date of the existing credit facility to September 30, 2016.

A copy of the Third Modification Agreement is filed with this report as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Third Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1

Third Modification Agreement dated as of February 27, 2015 among Versar, Inc., certain of Versar’s subsidiaries and United Bank

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, thereunto duly authorized.

Dated: March 3, 2015	VERSAR, INC.


	By:	/s/ James D. Villa
		James D. Villa
		Senior Vice President and General Counsel

Exhibit 10.1

THIRD MODIFICATION AGREEMENT

(Extension)

THIS THIRD MODIFICATION AGREEMENT (this “Agreement”), effective as of the 27 day of February 2015, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC. a Delaware corporation, VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc., CHARRON CONSTRUCTION CONSULTING, INCORPORATED, a Virginia corporation, GEO-MARINE, INC., a Texas corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, and J.M. WALLER ASSOCIATES, INC., a Virginia corporation (individually and collectively, the “Borrower”).

WITNESSETH THAT:

WHEREAS, the Bank is the owner and holder of that certain Second Amended and Restated Revolving Commercial Note dated June 30, 2014, in the amount of $ 15,000,000.00 made by the Borrower payable to the order of the Bank and bearing interest and being payable in accordance with the terms and conditions therein set forth (the “Note”); and

WHEREAS, the Note is issued pursuant to the terms of, and secured by, a certain Second Amended and Restated Loan and Security Agreement dated June 30, 2014 (as modified by a certain First Modification Agreement dated as of July 1, 2014, and a certain Second Modification Agreement dated as of December 23, 2014, the “Loan Agreement”); and

WHEREAS, the parties hereto desire to extend the maturity date of the Note and otherwise modify the terms thereof and of the Loan Agreement.

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The maturity date of the Note is hereby extended to September 30, 2016. The definition of “Date of Maturity” in the Note and the Loan Agreement is hereby changed to “September 30, 2016”.

2. The Borrower shall pay the Bank’s legal fees, in the amount of $495.00, as part of this modification.

3. The Borrower hereby acknowledges and agrees that, as of the effective date hereof, there are no set-offs or defenses against the Note or the Loan Agreement.

4. The parties to this Agreement do not intend that this Agreement be construed as a novation of the Note or the Loan Agreement.

5. Except as hereby expressly modified, the Note and Loan Agreement shall otherwise be unchanged, shall remain in full force and effect, and are hereby expressly approved, ratified and confirmed. A legend shall be placed on the face of the Note indicating that its terms have been modified hereby, and the original of this Agreement shall be affixed to the original of the Note.

6. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns.

WITNESS the following signatures and seals.

UNITED BANK

[SEAL]