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) November 30, 2018
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
| MICHIGAN | 0-17988 | 38-2367843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 620 Lesher Place Lansing, Michigan | 48912 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 517-372-9200
(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. below):
| ☐ | 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 (or a Material Amendment to Such an Agreement) |
On November 30, 2018, Neogen Corporation amended and extended its credit agreement with JPMorgan Chase Bank, N.A. The amended credit facility is an unsecured revolving line of credit that permits borrowings up to $15,000,000. Interest is at LIBOR, plus 100 basis points. Financial covenants include maintaining specified funded debt to EBITDA and Debt Service Ratios, as well as specified levels of tangible net worth. The agreement matures September 30, 2021.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arragement of a Registrant. |
See the discussion under Item 1.01 above.
| ITEM 9.01. | Financial Statement and Exhibits |
| (a) | Financial statements – None |
| (b) | Exhibits |
| 10 (a) |
Amended and Restated Credit Agreement dated as of November 30, 2018 between registrant and JPMorgan Chase Bank, N.A. |
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.
| NEOGEN CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: December 6, 2018 | /s/ Steven J. Quinlan | |||||||
| Steven J. Quinlan | ||||||||
| Vice President & CFO | ||||||||