Attached files

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EX-4.4 - EXHIBIT 4.4 - VALPEY FISHER CORPa6561337ex4_4.htm
EX-4.3 - EXHIBIT 4.3 - VALPEY FISHER CORPa6561337ex4_3.htm
EX-4.2 - EXHIBIT 4.2 - VALPEY FISHER CORPa6561337ex4_2.htm
EX-4.1 - EXHIBIT 4.1 - VALPEY FISHER CORPa6561337ex4_1.htm
Washington, DC  20549
Form 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  December 30, 2010
Valpey-Fisher Corporation
 (Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
Commission File
(IRS Employer
  of incorporation)
Identification Number)

75 South Street, Hopkinton, MA
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 435-6831

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 (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act.
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



Item 2.03.   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On December 30, 2010, Valpey-Fisher Corporation (“the Company”) entered into a Loan Agreement and Security Agreement with Middlesex Savings Bank (“Bank”).  The Loan Agreement provides for a $1,000,000 Revolving Loan and a $1,000,000 Revolving Equipment Loan.  The Revolving Loan bears interest at the higher of the Bank’s base rate or 4%.  The Revolving Equipment Loan provides for a 3 year to 5 year term option at the election of the Company with an interest rate between 5.5% and 5.75% depending on the term.  The Loans are secured by accounts receivable, inventory and equipment.

Copies of the Loan Agreement, Security Agreement, Revolving Note and Revolving Equipment Note are attached as Exhibits 4.1 through 4.4 to this Current Report on Form 8-K.
The foregoing description of the agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement, which is incorporated herein by reference to the exhibits attached hereto.

Item 9.01.   Financial Statements and Exhibits.

Exhibit No.
Loan Agreement dated as of December 30, 2010 among Valpey-Fisher Corporation, as Borrower, the Guarantors from time to time part hereto and Middlesex Savings Bank, as Lender
Security Agreement among Valpey-Fisher Corporation as Borrower, The Guarantors Party hereto and Middlesex Savings Bank as Secured Party Dated as of December 30, 2010
$1,000,000 Revolving Note dated December 30, 2010 issued by Valpey-Fisher Corporation to Middlesex Savings Bank
$1,000,000 Revolving Equipment Note dated December 30, 2010 issued by Valpey-Fisher Corporation to Middlesex Savings Bank



     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.

  Valpey-Fisher Corporation
Date:  January 5, 2011
/s/ Michael J. Kroll
Michael J. Kroll
Vice President, Treasurer and
Chief Financial Officer