Current Report Filing (8-k)
January 28 2019 - 5:20PM
Edgar (US Regulatory)
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):
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January
23, 2019
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Castle
Brands Inc.
(Exact
name of registrant as specified in its charter)
Florida
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001-32849
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41-2103550
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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122 East 42nd Street, Suite 5000,
New York, New York
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10168
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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:
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(646)
356-0200
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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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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).
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
January 23, 2019, Castle Brands Inc. (the “Company”), and its wholly-owned subsidiary, Castle Brands (USA) Corp. (“CB-USA”),
entered into a Seventh Amendment (the “Amendment”) to that certain Amended and Restated Loan and Security Agreement
(as amended, the “Loan Agreement”), dated as of September 22, 2014, with ACF FinCo I LP (“ACF”), to amend
certain terms of the Company’s existing $25,000,000 revolving credit facility (the “Facility”) with ACF.
Among
other changes, the Amendment increases the maximum amount of the Facility from $25,000,000 to $27,000,000 and amends the definition
of borrowing base to increase the amount of borrowing that can be collateralized by inventory. The Amendment also contains a fixed
charge coverage ratio covenant requiring the Company to maintain a fixed charge coverage ratio of not less than 1.1 to 1.0. The
Company and CB-USA paid ACF an aggregate $20,000 commitment fee in connection with the Amendment.
In
connection with the Amendment, the Company and CB-USA also entered into an Amended and Restated Revolving Credit Note (“Revolving
Note”).
The
foregoing summary is qualified in its entirety by reference to the text of the Amendment and Revolving Note attached hereto as
exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as exhibits to this Report on Form 8-K:
4.1 Seventh Amendment to the Amended and Restated Loan and Security Agreement, dated as of January 23, 2019, by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp.
4.2 Amended and Restated Revolving Credit Note, dated as of January 23, 2019, in favor of ACF FinCo I LP.
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.
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Castle
Brands Inc.
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January
28, 2019
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By:
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/s/
Alfred J. Small
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Name:
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Alfred
J. Small
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Title:
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SVP,
CFO, Treas. & Secretary
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