UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 30, 2005
DIVERSIFIED SECURITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 005-62411 22-3690168
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
280 Midland Avenue, Saddle Brook, New Jersey 07668
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 794-6500
N/A
(Former name or former address, if changed from last report)
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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
See Item 2.03 below
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 30, 2005, Diversified Security Solutions Inc. (the "Company")
entered into a loan agreement (the "Loan Agreement") with Hudson United Bank
("Hudson") pursuant to which Hudson extended a four million dollar two-year
credit facility (the "Revolving Loan"), to the Company and refinanced one
million dollars of existing debt into a five year term loan (the "Term Loan").
The Revolving Loan
Pursuant to the Loan Agreement, and so long as no Default or Event of
Default exists, the Company can request advances under the Revolving Loan.
Beginning on August 1, 2005, and continuing every month thereafter until the
termination date of the Revolving Loan, provided that no event of default has
occurred, the Company shall pay all accrued but unpaid interest only at an
interest rate equal to the floating commercial loan rate of Hudson announced by
it from time to time at its prime rate. The entire accrued and unpaid interest
thereon and all fees and other amounts payable under the loan agreement and loan
documents with Hudson shall be due and payable in full on May 1, 2007 unless it
is terminated sooner as a result of an event of default.
The proceeds of advances under the Revolving Loan shall be used by the
Company for working capital and acquisition financing.
The Term Loan
Beginning on July 30, 2005 and continuing every month thereafter, the
Company shall repay the Term Loan in sixty equal consecutive monthly
installments of principal and interest of $19,729.65 until June 30, 2010 unless
it is terminated sooner as a result of an event of default at which time the
entire unpaid principal balance of the Term Loan together with all accrued but
unpaid interest shall be immediately due and payable. The Term Loan Interest
Rate is 6.75%.
The proceeds of advances under the Term Loan shall be used by the
Company solely to refinance existing indebtedness to Hudson.
Events of Default(1)
The following shall be considered an Event of Default:
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(1) Any term used herein but not otherwise defined shall have the meaning
given to it in the Loan Agreement, a copy of which is filed as an Exhibit to
this 8-K.
Upon the occurrence of an Event of Default, Hudson may demand payment
in full of all Obligations and shall not be required to further extend any
credit to the Company.
(a) If the Company or Guarantor shall fail to make any payment
when due on any Obligation under the Loan Agreement or any other loan document;
(b) If the Company or Guarantor shall fail to comply with any
term, condition, covenant, warranty or representation contained in Articles 6, 8
or 9 of the Loan Agreement; or
(c) If the Company or Guarantor shall fail to comply with any
term, condition, covenant or warranty of or in the Loan Agreement other than in
Articles 6, 8 or 9 and such failure continues for a period in excess of fifteen
(15) days after notice thereof is given by Hudson to the Company;
(d) If the Company or Guarantor shall fail to comply with any
term, condition, covenant, warranty or representation contained in any of the
other Loan documents or any other agreement between the Company and Hudson which
failure has continued beyond any applicable grace and/or notice period; or
(e) If the Company or Guarantor shall cease to be solvent, admit
inability to pay debts, make an assignment for the benefit of its creditors,
call a meeting of its creditors to obtain any general financial accommodation,
suspend business or if in any case under any provision of this Bankruptcy Code
including provisions for reorganizations, shall be commenced by or against the
Company or Guarantor or if a receiver, trustee or equivalent officer shall be
appointed for all or any of the properties of the Company or Guarantor unless
any such involuntary proceeding is dismissed within thirty (30) days of filing;
or
(f) If any statement or representation contained in any financial
statement, report or certificate delivered by the Company or Guarantor to Hudson
shall be or prove to be materially false or misleading, in any respect, when
made; or
(g) If any federal or state tax lien is filed or record against
the Company or Guarantor and is not bonded or discharged with thirty (30) days
of filing; or
(h) If a judgment for more than Five Hundred Thousand and 00/100
(500,000.00) Dollars shall be entered against the Company or any Guarantor in
any action or proceeding and shall not be stayed, vacated, bonded, paid or
discharged within thirty (30) days of entry, except a judgment where the claim
is fully covered by insurance, except to the extent of any policy deductible not
exceeding Twenty Thousand and 00/100 (20,000.00) Dollars, and the insurance
company has accepted liability therefore in writing; or
(i) If any obligation of the Company or Guarantor in respect of
any indebtedness in excess of any aggregate amount of $25,000.00 (other than
indebtedness to Lender) shall be declared to be or shall become due and payable
prior to its stated maturity or such obligation shall not be paid as and when
the same becomes due and
payable; or there shall occur any event or condition which constitutes an event
of default under any mortgage, indenture, instrument, agreement or evidence of
indebtedness relating to any obligation of the Company or Guarantor in respect
of such indebtedness in the aggregate amount of Twenty Five Thousand and 00/100
(25,000.00) Dollars or more, the effect of which is to permit the holder or the
holders of such mortgage, indenture, instrument, agreement or evidence of
indebtedness, or a trustee, agent or other representative on behalf of such
holders, to cause the indebtedness evidenced thereby to become due prior to its
stated maturity; or
(j) If the Company or Guarantor shall fail to observe or perform
any material term and/or condition of any material agreement with any person; or
(k) Upon the happening of any Reportable Event which Hudson in its
reasonable discretion determines might constitute grounds for the termination of
any plan, or if a trustee shall be appointed by any appropriate United States
District Court or other court or administrative tribunal to administer any plan,
or if the Pension Benefit Guaranty Corporation shall institute proceedings to
terminate any plan or to appoint a trustee to administer any Plan; or
(l) Upon the occurrence and continuance of a material adverse
effect which in the reasonable opinion of Hudson, impairs Hudson's security,
materially increases Hudson's risks; or materially impairs the Company's ability
to perform under the Loan Agreement or under any other loan documents.
Then, and in any such event, Hudson may terminate the Loan Agreement
without prior notice or demand to the Company or any Guarantor or may demand
payment in full of all Obligations (whether otherwise then payable on demand or
not) without terminating the Loan Agreement and shall, in any event, be under no
further responsibility to extend any credit or afford any financial
accommodation to the Company, whether under this Agreement or otherwise.
Upon the Termination Date of the Term Loan, for any reason, all of the
Company's Obligations to Lender under the Term Note shall immediately become due
and payable without further notice or demand. Upon the Termination Date of the
Revolving Loan for any reason, all of the Company's Obligations to Lender under
the Revolving Loan shall immediately become due and payable without further
notice or demand.
The information contained in this Current Report on Form 8-K, including
the exhibits attached hereto, is being furnished and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities and Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section.
Furthermore, the information contained in this Current Report on Form 8-K shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10 Loan Agreement dated June 30, 2005
99.1 Press Release dated July 5, 2005 announcing the execution of
the loan agreement referenced in Items 1.01 and 2.03
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.
DIVERSIFIED SECURITY SOLUTIONS, INC.
Dated: July 7, 2005 By: /s/ Brian Reach
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Brian Reach
Vice-Chairman and Secretary