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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
28, 2019
BK Technologies Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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7100
Technology Drive, West Melbourne, FL
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83-4064262
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(Address
of principal executive offices)
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(I.R.S.
Employer Identification
No.)
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32904
(Zip
Code)
(321)
984-141
Registrant’s
telephone number, including area code:
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:
[ ] 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. [ ]
Item
1.01
Entry into a Material Definitive Agreement.
On
March 28, 2019, BK Technologies, Inc. (the “Company”),
a wholly-owned subsidiary of BK Technologies Corporation (the
“Holding Company”), and RELM Communications, Inc., a
wholly-owned subsidiary of the Company (“RELM
Communications”), as borrowers, and Silicon Valley Bank, as
lender (“SVB”), entered into an Amended and Restated
Loan and Security Agreement (the “Loan and Security
Agreement”). The Agreement replaced the Company’s prior
Loan and Security Agreement with SVB (the “Prior
Agreement”) under which the Company’s secured revolving
credit facility (the “Credit Facility”) was
maintained.
Pursuant to the
Loan and Security Agreement, the Credit Facility continues to
provide the Company with a maximum borrowing availability of
$1,000,000, and the Company continues to be subject to
substantially the same customary borrowing terms and conditions
under the Credit Facility as it was under the Prior Agreement,
including the accuracy of representations and warranties,
compliance with financial maintenance and restrictive covenants and
the absence of events of default. Pursuant to the Loan and Security
Agreement, payment of cash dividends, in the aggregate not exceed
$5,000,000 during any twelve-month period, is permitted so long as
an event of default does not exist at the time of such dividend and
would not exist after giving effect to such dividend. Any
borrowings under the Credit Facility will bear interest at the
variable interest rate equal to 25 basis points above the Wall
Street Journal prime rate. The maturity date of the Credit Facility
is extended to December 26, 2019.
The
financial maintenance covenants, required to be maintained at all
times and tested quarterly (or, for the “Adjusted Quick
Ratio” covenant, monthly, if any obligations are
outstanding), include: (1) a ratio of “Quick Assets” to
the sum of “Current Liabilities” plus outstanding
borrowings to SVB to the extent not included in “Current
Liabilities” minus the current portion of “Deferred
Revenue” (all as defined in the Loan and Security Agreement)
of at least 1.25:1.00; provided that "Net Cash" (defined as the
difference between unrestricted cash on deposit with SVB minus any
outstanding advances under the Credit Facility) is required to be
at least $1,000,000; and (2) maximum “Total Leverage”
(as defined in the Loan and Security Agreement) of no greater total
consolidated “Indebtedness” than 3 times
“Adjusted EBITDA” (all as defined in the Loan and
Security Agreement). The Company’s obligations are
collateralized by substantially all of the Company’s assets,
principally accounts receivable and inventory.
The
Company was in compliance with all covenants under the Loan and
Security Agreement as of the date of filing this Current Report on
Form 8-K (this “Current Report”). As of the date of
filing this Current Report, the Company had no borrowings
outstanding under the Credit Facility.
The
foregoing description of the Credit Facility and the Loan and
Security Agreement is a summary only, does not purport to be
complete, and is qualified in its entirety by reference to the full
text of the Loan and Security Agreement filed as Exhibit 10.1 to
this Current Report and incorporated herein by
reference.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the
Registrant.
The
information required by Item 2.03 is included in Item 1.01 above
and is incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits.
Amended and
Restated Loan and Security Agreement, dated as of March 28, 2019,
by and among Silicon Valley Bank, BK Technologies, Inc. and RELM
Communications, Inc.
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 hereunto duly authorized.
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BK
TECHNOLOGIES CORPORATION |
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Date:
April
2, 2019
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By:
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/s/ William P.
Kelly
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William
P. Kelly |
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Chief
Financial Officer
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