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) March 22,
2018
(Exact name of registrant as specified in its charter)
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Delaware
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001-34761
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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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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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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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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 1.02
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Termination of a Material Definitive Agreement.
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On
March 22, 2018, AutoWeb, Inc., a Delaware corporation
(“AutoWeb” or
“Company”),
notified MUFG Union Bank, N.A., formerly Union Bank, N.A.
(“Union Bank”)
that the Company was terminating its Loan Agreement with Union
Bank, which agreement was initially entered into on February 26,
2013, as amended on September 10, 2013, January 13, 2014, May 20,
2015, June 1, 2016, June 28, 2017, and December 27, 2017 (the Loan
Agreement, as amended, is referred to herein collectively as the
“Credit Facility
Agreement”). The Credit Facility Agreement was
terminated effective as of March 23, 2018, at which time AutoWeb
repaid, in full, the outstanding balance and interest due under its
$8.0 million working capital revolving line of credit
(“Revolving
Loan”).
The
Credit Facility Agreement provided for: (i) a $9.0 million term
loan (“Term Loan
1”); (ii) a $15.0 million term loan
(“Term Loan 2”);
and (iii) the Revolving Loan. Term Loan 1 and Term Loan 2 were
fully repaid as of December 31, 2017. 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, which security interest is in the
process of being terminated and released by Union Bank. The
Revolving Loan had a maturity date of January 5, 2021. The Credit
Facility Agreement contained certain customary affirmative and
negative covenants and restrictive and financial covenants. The
Company and Union Bank were discussing possible amendments to the
Credit Facility Agreement to be effective prior to March 31, 2018,
but the Company and Union Bank were not able to reach agreement on
any such amendments, resulting in the decision to repay the
Revolving Loan and terminate the Credit Facility
Agreement.
The
foregoing description of the Credit Facility Agreement is not
complete and is qualified in its entirety by reference to: (i) Loan
Agreement dated as of February 26, 2013 by and between AutoWeb and
Union Bank, 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 (Term Loan 1),
and Commercial Promissory Note dated January 13, 2014 (Revolving
Loan), 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) Third Amendment to Loan Agreement, the Commercial Promissory
Note dated May 20, 2015 (Term Loan 2) and the Commercial Promissory
Note dated May 20, 2015 (Revolving Loan) 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) Fourth Amendment to
the Credit Facility Agreement dated June 1, 2016 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); (iv) Fifth Amendment to
Credit Facility Agreement and Commercial Promissory Note (Revolving
Loan) each dated June 28, 2017, incorporated herein by reference
to Exhibits 10.2 and 10.3 to the
Current Report on Form 8-K filed with the SEC on June 29, 2017 (SEC
File No. 001-34761); and (v) Sixth Amendment to Credit Facility
Agreement, incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed with the SEC on December 27, 2017
(SEC File No. 001-34761).
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:
March 28, 2018
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AUTOWEB,
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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