Kewaunee Scientific Corporation (NASDAQ:KEQU) Files An 8-K Entry into a Material Definitive Agreement

Kewaunee Scientific Corporation (NASDAQ:KEQU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

(a) On June 19, 2019, Kewaunee Scientific Corporation (the “Company”) entered into a Security Agreement (the “Security Agreement”) with Wells Fargo Bank, National Association (the “Bank”), in connection with a waiver letter (the “Letter”) executed by the Bank and the Company on that date. to the Security Agreement, the Company has granted a security interest in substantially all of its assets to the Bank in order to secure the Company’s obligations under the Credit and Security Agreement, dated as of May 6, 2013, as amended (the “Credit Agreement”), between the Company and the Bank, as well as any other obligations of the Company to the Bank. In the Letter, the Bank agreed to waive breaches of certain specified financial ratio covenants contained in the Credit Agreement, and the Company agreed to enter into an amendment to the Credit Agreement that will incorporate the terms of the Security Agreement in the Credit Agreement.

(e) Effective June 18, 2019, the Company entered into new Change of Control Employment Agreements with each of Thomas D. Hull III (President and Chief Executive Officer), Donald T. Gardner III (Vice President of Finance, Chief Financial Officer, Secretary and Treasurer), Michael D. Rok (Vice President, Manufacturing Operations), Kurt P. Rindoks (Vice President, Product Development and International Sourcing), Elizabeth D. Phillips (Vice President, Human Resources), Ryan S. Noble (Vice President, Sales and Marketing—Americas) and Lisa L. Ryan (Vice President, Construction/Customer Service). The Change of Control Agreements are substantially similar to agreements that were previously in place for each of these officers. In addition to certain minor updating changes, the agreements now have an initial one year term, with that initial term being automatically renewed on a year to year basis unless either party gives notice of termination at least 30 days before the next renewal date.

The foregoing description is qualified in its entirety by reference to the Change of Control Agreements, copies of which are filed as exhibits to this Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.7    Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Lisa L. Ryan.


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EX-10.1 2 d765375dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Kewaunee Scientific Corporation,…
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About Kewaunee Scientific Corporation (NASDAQ:KEQU)

Kewaunee Scientific Corporation is engaged in the design, manufacture and installation of laboratory, healthcare and technical furniture products. The Company’s products include steel, wood and laminate furniture, fume hoods, biological safety cabinets, laminar flow and ductless hoods, adaptable modular and column systems, moveable workstations and carts, epoxy resin worksurfaces, sinks, and accessories and related design services. It operates through two segments: Domestic and International. The Domestic business segment designs, manufactures, and installs scientific and technical furniture, including steel and wood laboratory cabinetry, fume hoods, laminate casework, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The International business segment provides facility design, engineering, construction and project management from the planning stage through testing and commissioning of laboratories.

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