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): February 10, 2009
MICROFINANCIAL INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation)
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1-14771 |
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04-2962824 |
(Commission file number)
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(IRS Employer Identification Number) |
10-M Commerce Way, Woburn, MA 01801
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 781-994-4800
N/A
(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 (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2009, the Registrants wholly-owned subsidiary, TimePayment Corp. (the Borrower)
entered into an amended secured revolving line of credit (the Facility) with Sovereign Bank, as
agent (the Agent) and the lenders thereunder (the Lenders). The Facility was originally
entered into in August 2007. It was amended and restated in July 2008 in order to increase the
total commitment of the Lenders from $30 million to $60 million.
In connection with the most recent amendment, the total commitment of the Lenders was further
increased from $60 million to $85 million, through the addition of one Lender and the increased
commitment of another. Availability under the Facility remains subject to a borrowing base that is
calculated with respect to eligible receivables. Under the amendment, the interest rate payable
by the Borrower under the Facility for Base Rate loans was increased from the Base Rate (defined in
the Facility to mean the prime rate made available by the Agent from time to time) to the Base
Rate plus 1.75%. The interest rate on LIBOR loans was increased from LIBOR plus 2.75% to LIBOR
plus 3.75%. In either case, the interest rate will not be below five percent. The Registrant was
in compliance with the covenants of the Facility at the time of the February 10 amendment.
The other material terms of the Facility remain the same, including the borrowing base calculation,
the maturity date of August 10, 2010, and the other affirmative and negative covenants applicable
to the Registrant and the Borrower (including financial covenants). The Facility is guaranteed by
the Registrant and by Leasecomm Corporation (Leasecomm), also a wholly-owned subsidiary of the
Registrant. The Facility and related guarantees are secured by a first priority security interest
in the assets of the Borrower, the Registrant and Leasecomm, including the equity interest of the
Registrant in both the Borrower and Leasecomm.
The foregoing description of the Facility is a summary only, and is qualified in its entirety by
reference to the Amended and Restated Credit Agreement between the parties attached to the
Registrants Form 8-K filed on July 15, 2008 and the amendments thereto described in this report.
On February 13, 2009, the Registrant issued a press release announcing the amendment to the
Facility. A copy of that press release is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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Exhibit |
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Exhibit Title |
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Exhibit 10.1
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Agreement and Amendment No. 1 to Restated Credit Agreement
dated February 10, 2009 |
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Exhibit 10.2
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Additional Lender Supplement dated February 10, 2009 |
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Exhibit 10.3
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Commitment Increase Supplement dated February 10, 2009 |
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Exhibit 99.1
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Press Release dated February 13, 2009 |
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MICROFINANCIAL INCORPORATED
Registrant
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By: |
/s/ James R. Jackson, Jr.
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James R. Jackson, Jr. |
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Vice President and Chief Financial Officer |
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Dated: February 17, 2009
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