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 16, 2009
MEXICAN
RESTAURANTS, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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000-28234
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76-0493269
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1135
EDGEBROOK, HOUSTON, TEXAS 77034-1899
(Address
of principal executive
offices) (Zip
Code)
(Registrant's
telephone number, including area code): (713) 943-7574
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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[ ]
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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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Entry
into a Material Definitive
Agreement.
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On July 16, 2009 Mexican Restaurants,
Inc. (the “Company”) entered into Agreement and Amendment No. 3 to Credit
Agreement made as of June 28, 2009 (the “Wells Fargo Amendment”) with Wells
Fargo Bank, N.A. (“Wells Fargo”), amending the Credit Agreement between the
Company and Wells Fargo dated June 29, 2007 (the “Wells Fargo Agreement”), in
order to amend the maturity date and certain margin and leverage tests set forth
in the Wells Fargo Agreement.
As a result of the Wells Fargo
Amendment, the maturity date of the Wells Fargo Agreement has been extended from
June 29, 2010 to June 29, 2012. The Wells Fargo Amendment also
increases the stipulated percentages payable in connection with LIBOR loans and
letters of credit under the Wells Fargo Agreement, adds as a condition precedent
to loans made to the Company for growth capital expenditures that the Company’s
total leverage ratio not exceed certain stated amounts, and amends certain
financial covenants.
At the Company’s option, the revolving
loan under the Wells Fargo Agreement bears an interest rate equal to either the
Wells Fargo’s Base Rate plus a stipulated percentage or LIBOR plus a stipulated
percentage. The Company is subject to a non-use fee of 0.50% on the
unused portion of the revolver from the date of the Wells Fargo
Agreement. The Company has pledged the stock of its subsidiaries, its
leasehold interests, its patents and trademarks and its furniture, fixtures and
equipment as collateral for this credit facility with Wells
Fargo. The Wells Fargo Agreement requires the Company to maintain
certain leverage ratios and fixed charge coverage ratios.
The foregoing description of the Wells
Fargo Amendment does not purport to be complete and is qualified in its entirety
by the provisions of the Wells Fargo Amendment, which is filed as an exhibit to
this Form 8-K.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information included in Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item
2.03.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
The
following is filed as Exhibit 10.1 to this Current Report on Form
8-K:
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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MEXICAN
RESTAURANTS, INC.
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Date: July
21, 2009
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By: /s/
Andrew J. Dennard
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Name: Andrew
J. Dennard
Title: Executive
Vice President, Chief Financial
Officer,
Treasurer and Corporate Secretary
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INDEX TO
EXHIBITS
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Exhibit
No.
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Description
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