Attached files
| file | filename |
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| EX-10.3 - EXHIBIT 10.3 - AutoWeb, Inc. | ex103.htm |
| EX-10.2 - EXHIBIT 10.2 - AutoWeb, Inc. | ex_10-2.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
Date of Report (Date of earliest event reported) June 28,
2017
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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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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18872 MacArthur Boulevard, Suite 200, Irvine,
California
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92612-1400
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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 (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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Emerging
growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01
Entry into a Material Definitive Agreement
On June 28, 2017, Autobytel
Inc., a Delaware corporation (“Autobytel” or “Company”),
entered into a Fifth Amendment to Loan Agreement
(“Credit Facility 5th
Amendment”) with MUFG Union Bank, N.A.,
formerly Union Bank, N.A. (“Union Bank”), amending the
Company’s existing Loan Agreement with Union Bank initially
entered into on February 26, 2013, as amended on September 10,
2013, January 13, 2014, May 20, 2015 and June 1, 2016 (the existing
Loan Agreement, as amended to date, is referred to herein
collectively as the “Credit
Facility Agreement”). The Credit Facility 5th
Amendment amends (i) Section 1.1.1 of the Credit Facility Agreement
to extend the maturity date of the Revolving Loan under the Credit
Facility Agreement from April 30, 2018 to January 5, 2021; and (ii)
Section 1.1.1.1 of the Credit Facility Agreement to extend the
maturity date of the Standby L/C Sublimit under the Revolving Loan
from April 30, 2019 to January 5, 2022. The Revolving Loan is
evidenced by a Commercial Promissory Note dated as of June 28, 2017
(“Revolving Loan
Note”).
Borrowings under
the Revolving Loan will bear interest at either: (i) the LIBOR plus
2.5%; or (ii) the bank’s Reference Rate (prime rate) minus
0.5%, at the option of the Company. Interest under the Revolving
Loan adjusts: (i) at the end of each LIBOR rate period (1, 2, 3, 6
or 12 months terms) selected by the Company, if the LIBOR rate is
selected; or (ii) with changes in Union Bank’s Reference
Rate, if the Reference Rate is selected. Borrowings under the
Revolving Loan are secured by a first priority security interest on
all of the Company’s personal property (including, but not
limited to, accounts receivable) and proceeds thereof. Borrowings
under the Revolving Loan may be used as a source to finance working
capital, capital expenditures, acquisitions and stock buybacks and
for other general corporate purposes. As of June 1, 2017, there was
$8.0 million in borrowings outstanding under the Revolving
Loan.
The
foregoing description of the Credit Facility Agreement, Credit
Facility 5th Amendment, Revolving Loan Note and related documents
is not complete and is qualified in its entirety by reference to
(i) Loan Agreement dated as of February 26, 2013 by and between
Autobytel Inc., a Delaware corporation, and Union Bank, N.A., a
national banking association, as amended by First Amendment to Loan
Agreement dated as of September 10, 2013, Second Amendment to Loan
Agreement dated as of January 13, 2014, Security Agreement dated
January 13, 2014, Commercial Promissory Note dated January 13, 2014
($9,000,000 Term Loan), and Commercial Promissory Note dated
January 13, 2014 ($8,000,000 Revolving Loan), which are
incorporated herein by reference to Exhibit 10.4 to the Current
Report on Form 8-K as filed with the SEC on January 17, 2014 (SEC File No.
001-34761);(ii) the Third Amendment to the Credit Facility
Agreement, the Commercial Promissory Note dated May 20, 2015
($15,000,000 Term Loan) and the Commercial Promissory Note dated
May 20, 2015 ($8,000,000 Revolving Loan), which is incorporated
herein by reference to Exhibits 10.1,
10.2 and 10.3 to the Current Report on Form 8-K filed with the SEC
on May 27, 2015 (SEC File No. 001-34761); (iii) the Fourth
Amendment to the Credit Facility Agreement dated June 1, 2016
($8,000,000 Revolving Loan), which is incorporated herein by
reference to Exhibit 10.5 to the
Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016
(SEC File No. 001-34761); and (iv) the Fifth Amendment to
Credit Facility Agreement and the Revolving Loan Note, copies of
which are filed as exhibits to this Current Report on Form
8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
10.1
Loan
Agreement dated as of February 26, 2013 by and between Autobytel
Inc., a Delaware corporation, and Union Bank, N.A., a national
banking association, as amended by First Amendment to Loan
Agreement dated as of September 10, 2013, Second Amendment to Loan
Agreement dated as of January 13, 2014, Security Agreement dated
January 13, 2014, Commercial Promissory Note dated January 13, 2014
($9,000,000 Term Loan), and Commercial Promissory Note dated
January 13, 2014 ($8,000,000 Revolving Loan), which are
incorporated herein by reference to Exhibit 10.4 to the Current
Report on Form 8-K as filed with the SEC on January 17, 2014 (SEC File No. 001-34761);
and amended by Third Amendment to Loan Agreement dated as of May
20, 2015, Commercial Promissory Note dated May 20, 2015
($15,000,000 Term Loan), and Commercial Promissory Note dated May
20, 2015 ($8,000,000 Revolving Loan), which are incorporated herein
by reference to Exhibits 10.1, 10.2 and 10.3 to the Current Report on Form 8-K filed with the
SEC on May 27, 2015 (SEC File No. 001-34761); and amended by Fourth
Amendment to Loan Agreement dated as of June 1, 2016, incorporated
by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q
filed with the SEC on August 4, 2016 (SEC File No.
001-34761)
10.2
Fifth
Amendment to Loan Agreement dated as of June 28, 2017
10.3
Commercial
Promissory Note dated June 28, 2017 ($8,000,000 Revolving
Loan)
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.
Date:
June 29, 2017
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AUTOBYTEL
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President, Chief Legal and Administrative
Officer and Secretary
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INDEX OF EXHIBITS
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Exhibit
No.
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Description of Document
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10.1
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Loan
Agreement dated as of February 26, 2013 by and between Autobytel
Inc., a Delaware corporation, and Union Bank, N.A., a national
banking association, as amended by First Amendment to Loan
Agreement dated as of September 10, 2013, Second Amendment to Loan
Agreement dated as of January 13, 2014, Security Agreement dated
January 13, 2014, Commercial Promissory Note dated January 13, 2014
($9,000,000 Term Loan), and Commercial Promissory Note dated
January 13, 2014 ($8,000,000 Revolving Loan), which are
incorporated herein by reference to Exhibit 10.4 to the Current
Report on Form 8-K as filed with the SEC on January 17, 2014 (SEC File No. 001-34761);
and amended by Third Amendment to Loan Agreement dated as of May
20, 2015, Commercial Promissory Note dated May 20, 2015
($15,000,000 Term Loan), and Commercial Promissory Note dated May
20, 2015 ($8,000,000 Revolving Loan), which are incorporated herein
by reference to Exhibits 10.1, 10.2 and 10.3 to the Current Report on Form 8-K filed with the
SEC on May 27, 2015 (SEC File No. 001-34761); and amended by Fourth
Amendment to Loan Agreement dated as of June 1, 2016, incorporated
by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q
filed with the SEC on August 4, 2016 (SEC File No.
001-34761)
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10.2
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Fifth
Amendment to Loan Agreement dated as of June 28, 2017
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10.3
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Commercial
Promissory Note dated June 28, 2017 ($8,000,000 Revolving
Loan)
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