Item 1.01. Entry into a Material Definitive Agreement.
On
of
subsidiaries, as Borrowers, and the Company and
Services, LLC
entered into that certain Consent, Waiver and Second Amendment to Amended and
Restated Loan and Security Agreement (the “Amendment”) with
N.A
Restated Loan and Security Agreement dated
Agreement”) to, among other changes, (i) increase the maximum amount that the
borrowers can borrow under the Loan Agreement’s revolving credit facility from
Company in the principal amount of up to
be funded in connection with the consummation of the Rubicon Acquisition
(defined below), subject to the satisfaction of certain customary limited
conditions. The Bridge Facility must be drawn on or before
and matures on the earlier to occur of (i) twenty (20) business days following
the funding of the Bridge Facility and (ii) the date of funding of the dividend
to be paid by Rubicon Technology, Inc. (“Rubicon”) in connection with the
Rubicon Acquisition (defined below).
The Amendment also contains a one-time waiver and consent to (a) the
consummation of the acquisition of up to 45% of the outstanding shares of common
stock, par value
previously disclosed on the Company’s Current Report on Form 8-K filed with the
to the Company. If the Rubicon Acquisition is not consummated on or before
The foregoing summary of the Amendment does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Amendment
attached hereto as Exhibit 10.1 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 this Item 2.03 with respect to the Amendment is set
forth under Item 1.01 of this Current Report on Form 8-K and is incorporated
herein by reference.
Important Information about the Tender Offer
The cash tender offer in connection with the Rubicon Acquisition (the “Offer”)
has not yet commenced. This document is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities, nor is it a substitute for the tender offer materials that the
Company will file with the
time the Offer is commenced, a tender offer statement on Schedule TO, including
an offer to purchase, a letter of transmittal and related documents (the “Tender
Offer Statement”), will be filed by the Company with the
solicitation/recommendation statement on Schedule 14D-9 (the
“Solicitation/Recommendation Statement”) will be filed by Rubicon with the
The Offer will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule TO.
Investors and security holders are urged to read both the Tender Offer Statement
and the Solicitation/ Recommendation Statement regarding the Offer, as they may
be amended from time to time, when they become available because they will
contain important information.
Investors and security holders may obtain a free copy of these statements (when
available) and other documents filed with the
the
for the Offer, which will be named in the tender offer statement. Additional
copies may be obtained at no charge by contacting Rubicon Technology, Inc.,
East Green Street
contacting
(212) 373-5895. In addition, the Company and Rubicon file annual, quarterly and
current reports and other information with the
the public at the
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) contains certain statements that
are, or may deemed to be, “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and that reflect management’s current expectations with
respect to our operations, performance, financial condition, and other
developments. These forward-looking statements may generally be identified by
the use of the words “may,” “will,” “intends,” “plans,” projects,” “believes,”
“should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar
expressions or the negative of these terms or other comparable terminology.
These statements are necessarily estimates reflecting management’s best judgment
based upon current information and involve a number of risks, uncertainties and
assumptions. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and readers
are advised that various factors could affect our financial performance and
could cause our actual results for future periods to differ materially from
those anticipated or projected. While it is impossible to identify all such
factors, such factors include, but are not limited to: uncertainties as to the
timing of the Offer; uncertainties as to how many of Rubicon’s stockholders will
tender their shares in the Offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to the
consummation of the Offer contemplated by the Purchase Agreement may not be
satisfied or waived; the effects of disruption from the transactions
contemplated by the Purchase Agreement and the impact of the announcement and
pendency of the transactions on either party’s business; the risk that
stockholder litigation in connection with the Offer may result in significant
costs of defense, indemnification and liability, and diversion of management
time and attention from managing the affairs of the Company or Rubicon, the
impact of the coronavirus on the worldwide economic conditions and on our
businesses, our strategy of expanding our business through acquisitions of other
businesses? the risk that we may fail to realize the expected benefits or
strategic objectives of any acquisition, or that we spend resources exploring
acquisitions that are not consummated? risks associated with litigation,
including contingent auto liability and insurance coverage; indemnification
claims and other unforeseen claims and liabilities that may arise from an
acquisition? economic and other conditions in the markets in which we operate?
the risk that we may not have sufficient working capital to continue operations?
instability in the financial markets? our dependence on key employees? impacts
from climate change, including the increased focus by third-parties on
sustainability issues and our ability to comply therewith; competition from
parties who sell their businesses to us and from professionals who cease working
for us? terrorist attacks and other acts of violence or war? security breaches
or cybersecurity attacks; our compliance with applicable privacy, security and
data laws? competition faced by our logistics services freight carriers with
greater financial resources and from companies that operate in areas in which we
plan to expand? our dependence on the availability of cargo space from third
parties? recessions and other economic developments that reduce freight volumes?
other events affecting the volume of international trade and international
operations? risks arising from our logistics services business’ ability to
manage staffing needs? competition faced in the freight forwarding, freight
brokerage, logistics and supply chain management industry? industry
consolidation and our ability to gain sufficient market presence with respect to
our logistics services business? risks arising from our ability to comply with
governmental permit and licensing requirements or statutory and regulatory
requirements? seasonal trends? competition faced by our manufacturing business,
Indco’s dependence on individual purchase orders to generate revenue? any
decrease in the availability, increase in the cost or supply shortages, of raw
materials used by Indco? Indco’s ability to obtain and retain skilled technical
personnel? risks associated with product liability claims due to alleged defects
in Indco’s products? risks arising from the environmental, health and safety
regulations applicable to Indco? the reliance of our Indco and Life Sciences
businesses on a single location to manufacture their products? the ability of
our Life Sciences business to compete effectively? the ability of our Life
Sciences business to introduce new products in a timely manner? product or other
liabilities associated with the manufacture and sale of new products and
services? changes in governmental regulations applicable to our Life Sciences
business? the ability of our Life Sciences business to continually produce
products that meet high quality standards such as purity, reproducibility and/or
absence of cross-reactivity? the controlling influence exerted by our officers
and directors and one of our stockholders? our inability to issue dividends in
the foreseeable future? and risks related to ownership of our common stock,
including volatility and the lack of a guaranteed continued public trading
market for our common stock; and such other factors that may be identified from
time to time in our
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those projected. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. For a more detailed
discussion of these factors, see our periodic reports filed with the
including our most recent Annual Report on Form 10-K for the fiscal year ended
which are filed with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Consent, Waiver and Second Amendment to Amended and Restated Loan
Agreement, dated as of July 13, 2022 , by and among Santander Bank, N.A .,
Janel Group, Inc. , Expedited Logistics and Freight Services, LLC , ELFS
Brokerage LLC , Janel Corporation and Expedited Logistics and Freight
Services, LLC .
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
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