Attached files
| file | filename |
|---|---|
| EX-10.3 - GLOBAL AXCESS CORP | v170235_ex10-3.htm |
| EX-10.2 - GLOBAL AXCESS CORP | v170235_ex10-2.htm |
| EX-10.1 - GLOBAL AXCESS CORP | v170235_ex10-1.htm |
| EX-10.4 - GLOBAL AXCESS CORP | v170235_ex10-4.htm |
| EX-99.1 - GLOBAL AXCESS CORP | v170235_ex99-1.htm |
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)
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December
23, 2009
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GLOBAL
AXCESS CORP
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|||
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-17874
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88-0199674
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7800
Belfort Parkway, Suite 165, Jacksonville, Florida
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32256
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(904)
280-3950
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N/A
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2. below):
¨ 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 December 23, 2009, Global Axcess
Corp, a Nevada corporation (the "Company"), entered into a Credit and Security
Agreement, dated as of December 23, 2009 (the "Credit Agreement"), with SunTrust
Bank ("SunTrust"). The Credit Agreement provides for a maximum term
loan of up to $1.2 million. On December 23, 2009, the Company
borrowed $1.2 million under the Credit Agreement and issued a promissory note
(the "Promissory Note") in such amount to SunTrust. The Company will
repay the amount borrowed over 25 months, beginning January 31, 2010, with 25
equal monthly principal payments plus accrued interest, with the final payment
to be made on January 31, 2012. The interest rate is fixed at 4.96%
per annum. The proceeds were used to redeem certain subordinated,
unsecured debentures of approximately $1.2 million from certain
stockholders. See Item 1.02 below.
The Credit Agreement contains customary
representations, warranties and covenants, including covenants on the following:
(1) maintenance of deposit accounts with SunTrust; (2) sale of assets; (3)
merger, consolidation and dissolution; (4) loans and advances; (5) change in
business; (6) other agreements; (7) discount or sale of receivables; (8) capital
expenditures; (9) limitations on debt; (10) limitations on liens; (11)
limitations on changes in ownership structure; (12) dividends; and (13)
repurchases of shares. The Credit Agreement and Promissory Note also
include customary default provisions, including, without limitation, payment
defaults, cross-defaults to other material indebtedness, bankruptcy and
insolvency, and the deterioration of the Company’s relationship with a specified
customer. In general, upon an event of default, SunTrust may, among
other things, declare the outstanding principal and interest immediately due and
payable.
Pursuant to the terms of the Credit
Agreement and Promissory Note, the Company granted SunTrust a security interest
in all of its assets.
A copy of each of the Credit Agreement
and Promissory Note are attached hereto as Exhibits 10.1 and 10.2, respectively,
and each such agreement is incorporated herein by reference. The
description of each such agreement herein is qualified in its entirety by
reference to each such agreement. A copy of the related press release
is being filed as Exhibit 99.1 to this Form 8-K and is also incorporated herein
by reference in its entirety.
On December 29, 2009, the Company,
entered into a Loan and Security Agreement, dated as of December 29, 2009 (the
"Loan Agreement"), with Proficio Bank (the "Lender"). The Loan
Agreement provides for a line of credit of up to $1 million. On
December 29, 2009, the Company issued a Master Non-Revolving Line of Credit Note
(the "LOC Note") in the amount of $1 million to the Lender. The
Company will repay any amounts borrowed under the LOC Note over 36 equal and
consecutive monthly installments of principal payments plus accrued
interest. The Lender has no obligation to make advances on the LOC
Note after December 29, 2011. The interest rate applicable to any
principal advances shall be the greater of eight and three-quarters of one
percent (8.75%) per annum, and, at the Company’s election, either (i) a variable
rate of five and one-half of one percent (5.50%) in excess of the interest rate
published by the Wall Street Journal, Jacksonville, Florida, from time to time
as the prime rate of interest (the "Prime Rate"); or (ii) a fixed rate equal to
the Prime Rate in effect on the date that the Company requests an advance from
Lender under the LOC Note (as to such advance), plus five and one-half of one
percent (5.50%). Any proceeds drawn under the line of credit will be
used for the leasing of certain equipment to be used in connection with the
Company’s business.
The Credit Agreement contains customary
representations, warranties and covenants, including covenants on the following:
(1) maintenance of a deposit account with the Lender; (2) sale of assets; (3)
merger, consolidation and dissolution; (4) change in business; (5) debt service
coverage; (6) maintenance of licenses; (7) minimum net worth; (8) insurance; (9)
limitations on debt; (10) limitations on liens; (11) limitations on changes in
ownership structure; (12) compliance with laws; and (13) repurchases of
shares. The Loan Agreement and LOC Note also include customary
default provisions, including, without limitation, payment defaults,
cross-defaults to other material indebtedness, bankruptcy and
insolvency. In general, upon an event of default, the Lender may,
among other things, declare the outstanding principal and interest immediately
due and payable.
Pursuant to the terms of the Loan
Agreement and LOC Note, the Company granted the Lender a security interest in
all of the equipment to be acquired with proceeds of the loan, any present or
future contract receivables and contracts rights arising out of or in connection
with the sale or lease of such equipment (and any substitutions, replacements
and additions thereto), insurance or similar payments on such equipment and the
proceeds received from the use of such equipment. The LOC Note also
provides that, in the event of prepayment, the Company will be required to pay
the Lender a prepayment fee to compensate the Lender for all losses, costs and
expenses incurred in connection with such prepayment.
A copy of each of the Loan Agreement
and LOC Note are attached hereto as Exhibits 10.3 and 10.4, respectively, and
each such agreement is incorporated herein by reference. The
description of each such agreement herein is qualified in its entirety by
reference to each such agreement.
Item
1.02 Termination of a Material Definitive Agreement
On December 23, 2009, the Company
redeemed certain subordinated, unsecured debentures of approximately $1.2
million from certain stockholders, using the proceeds from the Credit Agreement
with SunTrust. See Item 1.01 above. The stockholders are
Edward Ashurian, Valfrid Palmer, Jimmie B. Thomas, The Frost National Bank FBO
Global Special Opportunities Trust, PLC, Trust No. W00118000 (the "Trust") and
Lock Ireland. The Trust owns over 5% of the outstanding common stock
of the Company, and Lock Ireland is Vice Chairman of the Board of Directors of
the Company.
The debentures paid interest only at a
rate of 9% per annum, and were to reach maturity on October 31,
2010. The termination also extinguished certain contingent rights to
warrants to which each of the debenture holders was entitled. The
debentures also have certain other warrants associated with them that are still
effective for each debenture holder. The Company paid no early
termination penalties associated with this transaction.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01
above is hereby incorporated by reference in response to this Item
2.03.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Credit
and Security Agreement, dated as of December 23, 2009, by and among Global
Axcess Corp and SunTrust Bank
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10.2
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Promissory
Note, dated December 23, 2009, issued by Global Axcess Corp to SunTrust
Bank
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10.3
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Loan
and Security Agreement, dated December 29, 2009, by Global Axcess Corp to
Proficio Bank
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10.4
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Master
Non-Revolving Line of Credit Note, dated December 29, 2009, issued by
Global Axcess Corp to Proficio Bank
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99.1
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Press
release, dated December 29, 2009, issued by Global Axcess
Corp
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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.
| GLOBAL AXCESS CORP | |||
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By:
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/s/ George McQuain | ||
| Name: | George McQuain | ||
| Title: | Chief Executive Officer | ||
Dated: December
30, 2009