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): May 29, 2009
SMITH-MIDLAND
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
1-13752
(Commission
File Number)
|
54-1727060
(I.R.S.
Employer Identification Number)
|
P.O.
Box 300, 5119 Catlett Road
Midland,
Virginia 22728
(Address
of principal executive offices)
(504)
439-3266
(Registrant’s
telephone number, including area code)
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 (17CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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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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On May 29, 2009, Smith-Midland
Corporation completed the refinance of its existing line of credit with Greater
Atlantic Bank in the amount of $1,500,000 with Summit Community Bank under
substantially the same terms. The line of credit with Summit
Community Bank will mature on May 29, 2010, and carries an interest rate of
prime (the Wall Street Journal U.S. Prime Rate) with a floor of 4.75% per
annum. Interest is required to be paid monthly. The note
payable is secured by a first lien on accounts receivable and inventory and a
second lien on all equipment. Advances on the line of credit are made
at the request of the Company and with the concurrence of the bank.
Key provisions of the line of credit
require the Company, (i) to obtain bank approval for capital expenditures in
excess $700,000 during the term of the loan; (ii) to maintain a minimum tangible
equity of $5,000,000; and (iii) to obtain bank approval prior to the payment of
dividends on the Company’s common stock.
A copy of the Summit Community Bank
note payable and commitment letter are attached hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
Equipment
Purchase Commitment
On April 8, 2009, the Company received
a commitment from Summit Community Bank to provide a guidance line of credit
specifically for the purchase of equipment in the amount of $700,000 with an
effective date of May 29, 2009. The commitment provides for the
purchase of equipment in with minimum advances of $50,000 for which a note
payable will be executed with a term not to exceed five years and an interest
rate of prime (the Wall Street Journal U.S. Prime Rate) plus .5% with a floor of
4.75% per annum. The notes payable will require monthly payments of
principal and interest during the term of the notes. The notes
payable will be secured by a first lien on the purchased
equipment. The commitment for the guidance line of credit will mature
on May 29, 2010.
The key provisions of the guidance line
of credit are the same as those of the Summit Community Bank line of credit more
fully described above.
A copy of the Summit Community Bank
commitment letter for the guidance line of credit is attached hereto as Exhibit
10.3 and is incorporated herein by reference.
Loan
Payoff
The balance of the Greater Atlantic
Bank line of credit on May 29, 2009 was $750,000, which was drawn in late
December in response to the financial crisis in the banking industry as a hedge
against the continued availability by the bank to provide funding on the
line. The $750,000 line of credit was paid in full at closing by
funds advanced under the Summit Community Bank line of credit.
In addition, the Company also paid in
full a term loan with Greater Atlantic Bank with an original balance of $365,000
and a current balance of approximately $136,000 with an advance under the Summit
Community Bank line of credit. As a result of the above described
draw downs, total advances pursuant to the Summit Community Bank line of credit
at closing were approximately $886,000. The Company plans to pay the
outstanding balance subsequent to the closing out of its current cash
reserves.
On June 4,
2009, Smith-Midland Corporation issued a press release announcing that it has
been awarded the contract to provide the Precast/Prestressed Concrete Pavement
Slab panels for Interstate 66 located in Fairfax County, VA.
The press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
| Exhibit
No. |
Exhibit
Description |
| |
|
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10.1
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Promissory
Note, dated May 29, 2009, in the amount of $1,500,000 issued by the
Borrower to Summit Community Bank.
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| |
|
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10.2
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Summit
Community Bank Commitment Letter dated April 8, 2009, for a line of credit
in the amount of $1,500,000.
|
| |
|
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10.3
|
Summit
Community Bank Commitment Letter dated April 8, 2009, for the guidance
line of credit in the amount of $700,000.
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|
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99.1
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Smith-Midland
Corporation press release dated June 4,
2009.
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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.
Date: June
4, 2009
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SMITH-MIDLAND
CORPORATION
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|
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By:
/s/ William A. Kenter
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William
A. Kenter
|
| |
Chief
Financial Officer
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SMITH-MIDLAND
CORPORATION
Exhibit
to Current Report on Form 8-K
June
4, 2009
| Exhibit
No. |
Exhibit
Description |
| |
|
|
10.1
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Promissory
Note, dated May 29, 2009, in the amount of $1,500,000 issued by the
Borrower to Summit Community Bank.
|
| |
|
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10.2
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Summit
Community Bank Commitment Letter dated April 8, 2009, for a line of credit
in the amount of $1,500,000.
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|
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10.3
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Summit
Community Bank Commitment Letter dated April 8, 2009, for the guidance
line of credit in the amount of $700,000.
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|
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99.1
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Smith-Midland
Corporation press release dated June 4,
2009.
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