LaPolla Industries 8-K 6-12-2007
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):
June
12, 2007
LaPolla
Industries, Inc.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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001-31354
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13-3545304
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Intercontinental
Business Park
15402
Vantage Parkway East, Suite 322, Houston, Texas 77032
(Address
of Principal Executive Offices and Zip Code)
(281)
219-4700
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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LAPOLLA
INDUSTRIES, INC.
FORM
8-K
JUNE
12, 2007
INDEX
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Page
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SECTION
1
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REGISTRANT’S
BUSINESS AND OPERATIONS
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3
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Item
1.01
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Entry
into a Material Definitive Agreement
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3
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SECTION
2
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FINANCIAL
INFORMATION
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3
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Item
2.03
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Creation
of a Direct Financial Obligation
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3
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SECTION
8
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OTHER
EVENTS
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3
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Item
8.01
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Other
Events
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3
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SIGNATURES
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4
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INDEX
OF EXHIBITS
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5
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SECTION
1 - R EGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01. Entry
into a Material Definitive Agreement
Amendment
to Revolving Credit and Term Loan Agreement
LaPolla
Industries, Inc. (the “Company” or “LaPolla”) entered into an Amendment on June
12, 2007 (“Amendment No. 1”) to that certain Revolving Credit and Term Loan
Agreement with ComVest Capital, LLC dated February 21, 2007 (the “Credit
Facility”). Under the terms of the original credit facility, ComVest agreed to
loan up to $3,500,000 under a revolving credit note and $2,000,000 to the
Company under a convertible term note. Pursuant to Amendment No. 1, ComVest
has
agreed to loan up to an additional $1,500,000 under the revolving credit note,
which makes up to $5,000,000 available under the revolving credit note alone
and
brings the total Credit Facility to $6,500,000. Moreover, the Company agreed
to
modify the existing warrants originally issued contemporaneously with the
establishment of the original credit facility and issue a new warrant
contemporaneously with entering into Amendment No. 1 (See Section
8 - Other Events
below
for more information on the warrants), as well as certain technical
modifications relating to effectuating the foregoing and allowing for
“Registered Assigns” in place of “Subsequent Holders”. Refer
to Index
of Exhibits,
Exhibit
10.7 for the complete text of Amendment No. 1. See
also Section
2 - Financial Information
below
for more information.
SECTION
2 - FINANCIAL INFORMATION
Item
2.03. Creation
of a Direct Financial Obligation
(a)
Amended and Restated Revolving Credit Note
Contemporaneously
with entering into Amendment No. 1 to the Credit Facility described above,
the
Company amended and restated the Revolving Credit Note dated February 21, 2007
to $5,000,000 (the “Restated Revolver”). The Restated Revolver bears interest
equal to the greater of the Prime Rate (defined as interest publicly announced
by Citibank, N.A.) plus (a) 1%, or 9.5%, for the original $3,500,000, and (b)
1.5%, or 9.5%, for the additional $1,500,000; and is good until February 28,
2009. In addition, certain technical modifications relating to effectuating
the
foregoing and allowing for “Registered Assigns” in place of “Subsequent Holders”
were made. Refer
to Index
of Exhibits,
Exhibit
10.9 for the complete text of the Restated Revolver.
(b)
Amended and Restated Convertible Term Note
Contemporaneously
with entering into Amendment No. 1 to the Credit Facility described above,
the
Company amended and restated the Convertible Term Note dated February 21, 2007
for $2,000,000 (the “Restated Convertible Note”) to make certain technical
changes caused by Amendment No. 1 and to allow for “Registered Assigns” in place
of “Subsequent Holders”. Refer
to Index
of Exhibits,
Exhibit
10.8 for the complete text of the Restated Convertible Note.
SECTION
8 - OTHER EVENTS
Item
8.01. Other Events
Warrants
In
connection with Amendment No. 1 which increased the amount of credit available
to LaPolla under the Credit Facility described above, LaPolla issued to ComVest
a warrant to acquire up to 250,000 shares of LaPolla's common stock at an
exercise price of $.55 per share and also agreed to modify the exercise price
with respect to 1,500,000 previously issued warrants to modestly decrease the
exercise price of such warrants from an average of $.7933 per share (range
of
$.68 to $.93 per share) to an average of $.70 per share (range of $.63 to $.77
per share). The pricing reflected a premium to market on all of the warrants.
Refer
to Index
of Exhibits,
Exhibits 10.4, 10.5, 10.6, and 10.10 for the complete text of the warrants
and
Exhibit 10.7, Section 3, for the modification language relating to existing
warrants.
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 thereunto
duly authorized.
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Date:
June 14, 2007
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LAPOLLA
INDUSTRIES, INC.
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Michael
T. Adams
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Executive
Vice President
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INDEX
OF EXHIBITS
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Exhibit
Number
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Description
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10.1
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Revolving
Credit and Term Loan Agreement between LaPolla and ComVest dated
February
21, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K dated
and
filed February 23, 2007).
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10.2
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Convertible
Term Note between LaPolla and ComVest dated February 21, 2007
(incorporated by reference to Exhibit 10.2 to Form 8-K dated and
filed
February 23, 2007).
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10.3
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Revolving
Credit Note between LaPolla and ComVest dated February 21, 2007
(incorporated by reference to Exhibit 10.3 to Form 8-K dated and
filed
February 23, 2007).
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10.4
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Warrant
No. CV-1 To Purchase Shares of Common Stock to ComVest dated February
21,
2007 (incorporated by reference to Exhibit 10.4 to Form 8-K dated
and
filed February 23, 2007).
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10.5
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Warrant
No. CV-2 To Purchase Shares of Common Stock to ComVest dated February
21,
2007 (incorporated by reference to Exhibit 10.5 to Form 8-K dated
and
filed February 23, 2007).
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10.6
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Warrant
No. CV-3 To Purchase Shares of Common Stock to ComVest dated February
21,
2007 (incorporated by reference to Exhibit 10.6 to Form 8-K dated
and
filed February 23, 2007).
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Amendment
No. 1 to Revolving Credit and Term Loan Agreement between LaPolla
and
ComVest dated June 12, 2007.
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Amended
and Restated Convertible Term Note between LaPolla and ComVest dated
June
12, 2007.
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Amended
and Restated Revolving Credit Note between LaPolla and ComVest dated
June
12, 2007.
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Warrant
No. CV-4 To Purchase Shares of Common Stock to ComVest dated June
12,
2007.
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99.1
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Collateral
Agreement between LaPolla and ComVest dated February 21, 2007
(incorporated by reference to Exhibit 99.1 to Form 8-K dated and
filed
February 23, 2007).
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99.2
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Registration
Rights Agreement between LaPolla and ComVest dated February 21, 2007
(incorporated by reference to Exhibit 99.2 to Form 8-K dated and
filed
February 23, 2007).
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Extension
Under Registration Rights Agreement dated June 12,
2007.
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