8-K

 

 

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): July 18, 2014

 

 

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13795   95-2588080

(State or other jurisdiction

of incorporation)

  

Commission

File Number

  

(I.R.S. Employer

Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

 

 

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))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

As of July 18, 2014, AMVAC Chemical Corporation (“AMVAC”), our principal operating subsidiary, as borrower, and affiliates (including registrant), as guarantors and/or borrowers, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) with a group of commercial lenders led by Bank of the West (AMVAC’s primary bank) as agent, swing line lender and L/C issuer. Under the First Amendment, the Consolidated Funded Debt Ratio has been increased for the third and fourth quarters of 2014 and the first quarter of 2015, and, further, borrowers are permitted to pay cash dividends to shareholders during the first and second quarters of 2015 notwithstanding prior net income levels. The First Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein. In addition, the First Amendment is reported in the press release attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 1.01, 2.02, and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 2.02. Results of Operations and Financial Condition

On July 18, 2014 American Vanguard Corporation issued a press release clarifying business conditions and their likely effect upon financial performance for the three month period ended June 30, 2014. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 10.1    First Amendment to Second Amended and Restated Credit Agreement dated as of July 18, 2014.
Exhibit 99.1    Press release dated July 18, 2014 of American Vanguard Corporation announcing business conditions and their likely effect upon financial performance for the three month period ended June 30, 2014 and its entry into the First Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    AMERICAN VANGUARD CORPORATION
Date: July 21, 2014     By:  

/s/ Timothy J. Donnelly

        Timothy J. Donnelly
        Chief Administrative Officer, General Counsel & Secretary

INDEX TO EXHIBITS

 

Exhibit No.

   

Description

Exhibit 10.1    First Amendment to Second Amended and Restated Credit Agreement dated as of July 18, 2014.
Exhibit 99.1    Press release dated July 18, 2014 of American Vanguard Corporation announcing business conditions and their likely effect upon financial performance for the three month period ended June 30, 2014 as well as entry into the First Amendment.