Attached files
| file | filename |
|---|---|
| EX-10 - WAIVER DATED AUGUST 30, 2011 BY AND BETWEEN AGMAN LOUISIANA INC. AND WESTWAY GROUP, INC. - Westway Group, Inc. | rrd321005_35834.htm |
| EX-99 - PRESS RELEASE OF WESTWAY GROUP, INC. DATED AUGUST 30, 2011 - Westway Group, Inc. | rrd321005_35836.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): 08/30/2011
Westway Group, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34586
|
Delaware
|
20-4755936
|
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
|
incorporation)
|
Identification No.)
|
365 Canal Street, Suite 2900
New Orleans, LA 70130
(Address of principal executive offices, including zip code)
(504) 525-9741
(Registrant’s telephone number, including area code)
(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:
[ ]
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))
[ ] 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 August 30, 2011, Westway Group, Inc. (the "Company") entered into a Waiver (the "Waiver") by and between the Company and Agman Louisiana Inc. ("Agman"), the holder of all of the Company's Series A Perpetual Convertible Preferred Stock (the "Series A Preferred Stock"), pursuant to which the Company agreed to issue 337,613 additional shares of Series A Preferred Stock to Agman in satisfaction in full of the accrued preferred stock dividends through September 30, 2011, based on a valuation of $5.50 per share of the Series A Preferred Stock, in exchange for a waiver by Agman of the Company's compliance with the negative covenants set forth in the Company's Amended and Restated Certificate of Incorporation. Of the 337,613 additional shares issued to Agman, 133,019 shares will be issued into the escrow governed by the Stock Escrow Agreement dated May 28, 2009 and not directly to Agman. The Waiver was entered into to facilitate the dividend on shares of the Company's common stock declared by the Company's Board of Directors on August 30, 2011, in light of the constraints on the payment of cash dividends pursuant to the Credit Agreement dated November 12, 2009, as amended. The foregoing description of the Waiver does not purport to describe all of its terms and is qualified in its entirety by reference to the complete text of the Waiver, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
Pursuant to the Waiver, the Company has agreed to issue 337,613 additional shares of Series A Preferred Stock to Agman on or shortly following September 30, 2011, in full satisfaction of any and all outstanding accrued but unpaid dividends on Agman's shares of Series A Preferred Stock through September 30, 2011, based on a valuation of $5.50 per share of the Series A Preferred Stock. The shares will be issued in a private placement not involving a public offering under the Securities Act of 1933. The Company has not engaged in general solicitation or advertising with regard to the described issuance of its shares of Series A Preferred Stock and has not offered securities to the public in connection with the issuance.
Item 8.01. Other Events
On August 30, 2011, the Company issued a press release announcing that its Board of Directors had declared a quarterly dividend of $0.04 per share of common stock payable to holders of record of the Company's common stock and participating preferred stock on September 9, 2011 in cash or shares of the Company's common stock, or a combination thereof, at the election of each shareholder. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Waiver dated August 30, 2011 by and between Agman Louisiana Inc. and Westway Group, Inc.
99.1 Press Release of Westway Group, Inc. dated August 30, 2011
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.
|
Westway Group, Inc.
|
||||||||
|
Date: August 31, 2011
|
By:
|
/s/ Thomas A. Masilla, Jr.
|
||||||
|
Thomas A. Masilla, Jr.
|
||||||||
|
Chief Financial Officer
|
||||||||
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
EX-10.1
|
Waiver dated August 30, 2011 by and between Agman Louisiana Inc. and Westway Group, Inc.
|
|
|
EX-99.1
|
Press Release of Westway Group, Inc. dated August 30, 2011
|