Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT - IMPERIAL INDUSTRIES INC | ipii_ex101.htm |
| EX-99.1 - PRESS RELEASE - IMPERIAL INDUSTRIES INC | ipii_ex991.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): January 29, 2010
______________________________
|
IMPERIAL INDUSTRIES,
INC.
|
||
|
(Exact name of registrant as specified in its
charter)
|
||
| Delaware | ||
|
(State
or other jurisdiction of incorporation)
|
||
| 1-7190 | 65-0854631 | |
| (Commission File No.) | (IRS Employer Identification No.) | |
|
1259
NW 21st
Street
Pompano Beach, Florida
33069
|
||
| (Address of principal executive offices and zip code) | ||
Registrant’s
telephone number, including area code: (954) 917-4114
| Not Applicable | ||
|
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:
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 Act (17 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
Effective January 29, 2010, Imperial
Industries, Inc. (as guarantor), its principal subsidiaries Premix-Marbletite
Manufacturing Co., DFH, Inc., and Just-Rite Supply, Inc., (“Just-Rite”)
(collectively the “Company”), Michael Phelan, as assignee for Assignment for the
Benefit of the Creditors of Just-Rite (the “Assignee”) and Wachovia Bank, N.A.
(the “Lender”), executed a Fifth Amendment to Forbearance Agreement (the “Fifth
Amendment”), which further amends the Company’s Consolidating, Amended and
Restated Financing Agreement dated as of January 28, 2000 (the “Line of
Credit”).Under the Fifth Amendment, the Lender agreed to extend the Line of
Credit from January 29, 2010 to April 30, 2010. In addition, the Company agreed
to continue to make weekly payments on certain lease obligations of Just-Rite
payable to the Lender which were in default and had commenced the first week of
December. The Company had guaranteed the payment of the lease obligations to the
Lender pursuant to the underlying lease documents. The following summary is
qualified in its entirety to the Fifth Amendment which is attached as Exhibit
10.1 hereto.
The Fifth Amendment to the Forbearance
Agreement which extended the expiration date of the Line of Credit from January
29, 2010 to April 30, 2010 modified the Line of Credit principally as
follows:
|
·
|
The
Lender, in its sole and absolute discretion, may continue to make
revolving loans under the Line of Credit without regard to the Company’s
or Assignee’s compliance with the terms of the Line of Credit, or
existence of any Event of Default.
|
|
·
|
Company
shall maintain its pledge of a $100,000 certificate of deposit (“CD”)
issued by the Lender as collateral for all obligations due to the Lender
from the Company.
|
|
·
|
Lender
shall receive a forbearance fee equal to $37,500, payable $7,500 per
month, with $15,000 due and payable at
maturity.
|
|
·
|
Lender
shall maintain the existing maximum credit at
$100,000.
|
|
·
|
The
Company shall continue to pay to Lender the principal amount of certain
remaining guaranteed lease obligations due to the Lender, excluding late
fees, legal fees and other expenses and charges, equaling approximately
$77,000, at the rate of $10,000 per week until paid in
full.
|
As of the opening of business on
January 28, 2010, the Company and the Assignee had a combined outstanding
balance of approximately $71,000 under the Line of Credit. Excess availability
for borrowings under the Line of Credit at January 28, 2010 was $29,000, after
giving effect to the maximum credit of $100,000 at that date.
Item
2.04 Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement.
On or
about July 9, 2009, and thereafter, the Lender orally advised the Company and
the Assignee that they were not in compliance with the borrowing formulas and
certain reporting requirements under the Forbearance Agreement and continued
funding the Line of Credit in accordance with the terms of the Forbearance
Agreement. The Lender thereafter required the Company to enter into the First
Amendment to the Forbearance Amendment as of August 7, 2009, which was
subsequently amended by a Second Amendment as of August 28, 2009, a Third
Amendment as of September 30, 2009, a Fourth Amendment as of November 30, 2009
and further amended by the Fifth Amendment as described in Item 1.01
above.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
|
10.1
|
Fifth Amendment to Forbearance Agreement dated January 29, 2010 by and between Imperial Industries, Inc., Premix-Marbletite Manufacturing Co., DFH, Inc., Just-Rite Supply, Inc., Michael Phelan, as assignee for the benefit of the creditors of Just-Rite and Wachovia Bank, N.A. | |
| 99.1 | Imperial Industries, Inc. press release dated February 1, 2010 |
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 hereunto duly
authorized.
| Imperial Industries, Inc. | |||
|
Date:
February 1, 2010
|
By:
|
/s/ Howard L. Ehler, Jr. | |
|
Name Howard
L. Ehler, Jr.
Principal
Executive Officer/
Chief
Operating Officer
|
|||
INDEX
TO EXHIBITS
| Exhibit Number | Description | |
|
10.1
|
Fifth Amendment to Forbearance Agreement dated January 29, 2010 by and between Imperial Industries, Inc., Premix-Marbletite Manufacturing Co., DFH, Inc., Just-Rite Supply, Inc., Michael Phelan, as assignee for the benefit of the creditors of Just-Rite and Wachovia Bank, N.A. | |
| 99.1 | Imperial Industries, Inc. press release dated February 1, 2010 |