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)
September 24, 2020
NAPCO SECURITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
| Delaware | 0-10004 | 11-2277818 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
333 Bayview Avenue, Amityville, New York 11701
(Address of principal executive offices)
Registrant's telephone number, including area code (631) 842-9400
(Former name and former address if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | NSSC | Nasdaq Stock Market |
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 (see General Instruction A.2 below):
| ¨ | 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 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 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 ¨
Item 1.01. Entry into a Material Definitive Agreement.
On September 24, 2020, the Company entered into the Seventh Amendment (the “Seventh Amendment”) to the Third Amended and Restated Credit Agreement with HSBC Bank USA, National Association. The principal features of the Seventh Amendment are that it: eliminates the mortgage on the Amityville location; allows acquisitions up to $50,000,000 (cash paid plus acquired debt), must have at least 50% of its assets in the U.S.; eliminates the limit on cash outside of HSBC; and eliminates the limit on Capex.
In September, 2020 the Company entered into Indemnification Agreements with all seven members of its Board of Directors as well as three officers of the Company. The material terms of the Form of Indemnficiation Agreement were described in the Company’s Form 8-K filed on September 8, 2020.
SIGNATURE
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 thereunder duly authorized.
| NAPCO SECURITY TECHNOLOGIES, INC. | |||
| (Registrant) | |||
| Date: | September 29, 2020 | By: | /s/ Kevin S. Buchel |
| Kevin S. Buchel | |||
| Senior Vice President and Chief Financial Officer | |||
| 1 |