Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - JANEL CORP | tv477071_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - JANEL CORP | tv477071_ex10-1.htm |
| EX-3.1 - EXHIBIT 3.1 - JANEL CORP | tv477071_ex3-1.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): October 17, 2017
JANEL CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 333-60608 | 86-1005291 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
303 Merrick Road, Lynbrook, New York 11563
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (516) 256-8143
Inapplicable
(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)) |
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). Emerging growth company ¨
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 17, 2017, Janel Group, Inc., PCL Transport, LLC, Janel Alpha GP, LLC, W.J. Byrnes & Co., Liberty International, Inc., and The Janel Group of Georgia, Inc. (each a wholly-owned subsidiary of Janel Corporation (the “Company”)), as “Borrowers”, and the Company as “Loan Party Obligor”, entered into a Loan and Security Agreement (the “Loan Agreement”) with Santander Bank, N.A. (“Santander”) with respect to a $10 million (limited to 85% of the Borrowers’ eligible accounts receivable borrowing base and reserves) Revolving Loan. Interest will accrue on the Revolving Loan at an annual rate equal to Santander’s prime rate plus 0.5%, or the one-month LIBOR (with a 0.75% floor) plus 2.5%. The Borrowers’ obligations to Santander under the Loan Agreement are guaranteed by the Company, and the Borrowers’ and the Company’s obligations to Santander under the Loan Agreement are secured by all of the Borrowers’ and the Company’s assets. The Santander Revolving Loan will mature on the third anniversary of the loan (subject to earlier termination as provided in the Loan Agreement) unless renewed. The initial proceeds from the Santander Revolving Loan will be used to repay the outstanding obligation of the Company and its subsidiaries to Presidential Financial Corporation.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 17, 2017, the Company submitted for filing to the Nevada Secretary of State an Amendment to Certificate of Designation After Issuance of Class or Series reducing the dividend rate payable on the Series C Preferred Stock.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
| 2 |
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 thereunto duly authorized.
| JANEL CORPORATION | |||
| (Registrant) | |||
| Date: October 17, 2017 | By: | /s/ Brendan J. Killackey | |
| Brendan J. Killackey | |||
| Chief Executive Officer |
| 3 |