Attached files

file filename
EX-10.1 - EXHIBIT 10.1 - Speed Commerce, Inc.ex10-1.htm
EX-10.2 - EXHIBIT 10.2 - Speed Commerce, Inc.ex10-2.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

 

October 6, 2015

Date of Report (Date of earliest event reported)  

 


 

SPEED COMMERCE, INC.

(Exact name of registrant as specified in its charter)

 


 

         

Minnesota

 

000-22982

 

41-1704319

(State of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

     
 

 

1303 E. Arapaho Road,

Suite 200

Richardson, TX 75081

 

 
 

 

(Address of principal executive offices) (Zip Code)

 

 

 

(866) 377-3331

(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))

  

 

 

 

TABLE OF CONTENTS

 

Item 1.01      Entry Into a Material Definitive Agreement

Item 9.01      Financial Statements and Exhibits

SIGNATURES 


 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On October 6, 2015, Speed Commerce, Inc., together with certain of its subsidiaries (collectively, the “Company”), entered into the Seventh Amendment to Amended and Restated Credit and Guaranty Agreement with various lenders and Garrison Loan Agency Services, LLC acting as agent (the “Seventh Amendment”). The Seventh Amendment served to amend that certain Amended and Restated Credit and Guaranty Agreement entered into by and among the Company and the Lenders that was attached as Exhibit 10.1 to that certain current report on Form 8-K filed by the Company on November 26, 2014, as amended (collectively, the “Credit Agreement”). Capitalized terms utilized herein are defined in the Credit Agreement.

 

Pursuant to the Seventh Amendment, among other things, the Credit Agreement has been amended to provide the Company with up to an additional $3 million of term loans (the “Additional Term Loans”). Concurrent with the execution of the Seventh Amendment, $1.5 million of the Additional Term Loans were funded to the Company. The Company may request that the remaining $1.5 million of Additional Term Loans be funded at any time prior to December 23, 2015, subject to certain conditions and at the discretion of the administrative agent under the Credit Agreement. The financial terms of the Additional Term Loans are generally consistent with those of the existing borrowings provided to the Company under the Credit Agreement.

 

The discussion herein regarding the Seventh Amendment is qualified in its entirety by reference to the Seventh Amendment, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

On October 9, 2015, Speed Commerce, Inc., together with certain of its subsidiaries (collectively, “Sellers”), entered into a Second Amendment Agreement (the “Amendment Agreement”) to the Asset Purchase Agreement and other related transactional documents (collectively, the “Purchase Agreement”) with Wynit Distribution, LLC, together with certain of its subsidiaries (collectively, “Buyers”). As previously disclosed, the Purchase Agreement effectuated the sale to Buyers of substantially all of the assets of Sellers’ retail distribution and software publishing business on July 9, 2014. Among other things, the Amendment Agreement serves to adjust the agreed-upon net working capital delivered to Buyers in that transaction with a corresponding reduction to the current principal of a promissory note payable to Sellers by Buyers to zero; discharges any and all indemnification claims by Buyers arising under the Purchase Agreement; and eliminates Buyers’ ability to make any other claims relating to the representations and warranties under the Purchase Agreement.

 

The foregoing description of the Amendment Agreement is qualified in its entirety by reference to the Amendment Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

 

Item 9.01  Financial Statements and Exhibits.

 

(c) Exhibits. The following exhibits are filed with this document:

             

Exhibit            

 

10.1     Form of Seventh Amendment to Credit Agreement

 

10.2     Form of Amendment Agreement 

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

             

Date: October 9, 2015

 

 

 

SPEED COMMERCE, INC.

       
 

 

 

 

By:

 

/s/ Ryan F. Urness

 

 

 

 

Name:

 

Ryan F. Urness

 

 

 

 

Title:

 

Secretary and General Counsel

             

 

 

3