UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 24,
2006
Graham Corporation
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 20 Florence Avenue, Batavia, New York
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code:
(585) 343-2216
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 24, 2006, Graham Corporation (the “Company”) entered into a First Amendment (the
“Amendment”) to that certain Amended and Restated Credit Facility Agreement (the “Credit Facility
Agreement”) with Bank of America, N.A. dated July 12, 2005. The Amendment: (i) increases the
Company’s letter of credit sub-limit from $8,000,000 to $10,000,000; (ii) increases the amount that
the Company may pay in dividends each year from $500,000 to $600,000; (iii) increases the amount of
Common Stock the Company may repurchase each year from $500,000 to $600,000; and (iv) permits the
Company to make up to $2,500,000 in loans to and investments in a wholly-owned Chinese subsidiary.
The Amendment does not effect any other terms, provisions or conditions of the Credit Facility
Agreement.
The Company entered into the Amendment both to support increasing overseas orders for its
products and services and to assist it in capitalizing a wholly-owned Chinese subsidiary. A copy of
the Amendment is attached to this Current Report as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following is attached as an exhibit to this Form 8-K:
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Exhibit No.
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Description |
4.1
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First Amendment, dated as of February 24, 2006, to Credit
Facility Agreement between Graham Corporation and Bank of
America, N.A. dated as of July 12, 2005. |