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 9, 2014
Zumiez Inc.
(Exact name of registrant as specified in its charter)
| Washington | 000-51300 | 91-1040022 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4001 204th Street SW, Lynnwood, WA 98036
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (425) 551-1500
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:
| ¨ | 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)) |
| Item 1.01. | Entry Into a Material Definitive Agreement |
On July 9, 2014, Zumiez Inc. (the “Company”), through a wholly owned subsidiary, entered into a secured credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”).
The Credit Agreement provides the Company with a senior revolving credit facility through September 1, 2016 of up to $25.0 million, which, pursuant to an accordion feature, may be increased to $35.0 million at the Company’s discretion (the “New Facility”). The New Facility replaces the Company’s $25.0 million secured revolving credit facility with Wells Fargo, which was scheduled to terminate on September 1, 2014 (the “Prior Facility”). See Item 1.02. “Termination of a Material Definitive Agreement” below.
Amounts outstanding under the New Facility will bear interest either at a fluctuating rate per annum equal to 1% above the Daily Three Month LIBOR Rate (as defined in the Revolving Line of Credit Note) or at a fixed rate of 1% above LIBOR in effect on the first day of an applicable fixed rate term. The Company’s obligations under the New Facility are secured by a first priority lien in the Company’s accounts receivable, general intangibles, inventory and equipment. The Company must also provide financial information and statements to Wells Fargo. The New Facility contains financial covenants that require the Company to meet a certain quick ratio at the end of each fiscal quarter and to meet a net income after taxes threshold on a trailing four-quarter basis. The New Facility also contains certain negative covenants that generally limit the Company’s ability to, among other things, incur additional indebtedness or enter into certain transactions. The material terms and conditions of the New Facility are substantially similar to the material terms and conditions in the Prior Facility.
A copy of the Credit Agreement along with the related Revolving Line of Credit Note is attached hereto as Exhibit 10.25. The preceding summary of the Credit Agreement and the related Revolving Line of Credit Note does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement and the related Revolving Line of Credit Note.
| Item 1.02. | Termination of a Material Definitive Agreement |
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 1.02. On July 9, 2014, the Prior Facility with Wells Fargo was terminated. The Prior Facility was scheduled to expire on September 1, 2014.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.25. | Credit Agreement, including Revolving Line of Credit Note, with Wells Fargo Bank, N.A. dated July 9, 2014 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZUMIEZ INC. | ||||
| Dated: July 11, 2014 | By: | /s/ Chris K. Visser | ||
| Chris K. Visser | ||||
| Executive Vice President, General Counsel & Secretary | ||||