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):
August 9,
2017
VERSAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-9309
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54-0852979
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6850 Versar Center Springfield, Virginia 22151
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(Address of principal executive offices)
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(Zip Code)
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(703) 750-3000
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(Registrant’s
telephone number, including area code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
Entry into a Material Definitive Agreement
Item
3.02
Unregistered Sales of Equity Securities
As
previously disclosed, in December 2016, Versar, Inc. (the
“Company”) together with certain of its domestic
subsidiaries acting as guarantors entered into a First Amendment
and Waiver (the “Amendment”) to its loan agreement (the
“Loan Agreement”) dated as of September 30, 2015
with Bank of America, N.A. (the “Lender”). In
connection with this Amendment, among other things, the Company
agreed to continue to engage with a strategic financial advisor to
assist with the structuring and consummation of a transaction the
purpose of which would be the replacement or repayment in full of
the obligations under the Loan Agreement, agreed to a timeline for
the consummation of such a transaction, agreed to the payment of an
amendment fee which would be due and payable on the earlier of a
subsequent event of default or August 30, 2017 and agreed to
the issuance of certain warrants to the Lender, which would become
exercisable on the earlier of a subsequent event of default or
August 30, 2017. The Lender has provided the Company with
notice of certain events of default under the Loan Agreement as a
result of the Company’s failure to meet the timeline for
consummating the transaction noted above and under a financial
covenant. As a result of these events of default, the amendment fee
in the amount of $73,333.54 has become payable to the Lender, the
Lender, by letter dated August 1, 2017 has terminated the
automatic advance feature under the Loan Agreement, effective
August 8, 2017, and on August 9, 2017, the Company issued
warrants (the “Warrants”) to purchase 9.9% of the
outstanding common stock of the Company to the Lender.
The
Warrants were issued to the Lender in a private placement pursuant
to Section 4(2) of the Securities Act of 1933, as amended. The
Warrants are exercisable at an exercise price of $0.01 per share
and may be exercised at any time on or after August 30, 2017
and on or prior to the earlier to occur of (i) the tenth
anniversary of the issuance of the Warrants and (ii) payment
in full of all outstanding obligations under the Credit
Agreement.
This
description of the Warrants issued to the Lender is not complete
and is qualified in its entirety by the terms of the warrant
agreement which is attached hereto and incorporated by reference as
Exhibit 10.1.
Item
3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
By
current reports on Form 8-K filed on April 12, 2017 and
July 7, 2017, the Company reported that it had received
letters from NYSE MKT LLC (the “Exchange”) stating that
the Company was not in compliance with Section 1003(a)(i) of
the Exchange Company Guide (the “Company Guide”) due to
the Company’s reported stockholders’ equity of
$1,068,000 as of July 1, 2016 and net losses in its fiscal
years ended July 1, 2014 and July 1, 2016 and accepting
the Company’s plan to regain compliance granting the Company
a plan period through August 15, 2017, subject to extensions,
to restore compliance.
Today,
the Company is reporting that by letter dated August 11, 2017,
the Exchange extended the plan period to restore compliance through
September 15, 2017, subject to extensions. The staff of the
Exchange will periodically review the Company for compliance with
the initiatives outlined in its plan. If the Company is not in
compliance with the continued listing standards by
September 15, 2017, or if the Company does not make progress
consistent with the plan during the plan period, the Exchange staff
has indicated that it would initiate delisting proceedings as
appropriate.
On
August 15, 2017, the Company issued a press release stating
that it had received the letter from the Exchange.
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Items
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Item 10.1
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Common Stock Purchase Warrant dated August 8, 2017 by and
between Versar, Inc. and Bank of America, N.A.
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99.1
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Press Release dated August 15, 2017.
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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, thereunto duly
authorized.
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Dated: August 15, 2017
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VERSAR, INC.
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By:
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/s/ James D. Villa
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James D. Villa
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Senior Vice President and General Counsel
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