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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2005
KATY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-05558 75--1277589
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
765 Straits Turnpike, Suite 2000
Middlebury, Connecticut 06762
(Address of principal executive offices) (Zip Code)
(203) 598-0397
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item 1.01 Entry into a Material Definitive Agreement.
Katy Industries Inc. (the "Company") entered into the Second Amendment to
Amended and Restated Loan Agreement dated as of March 29, 2005 with Fleet
Capital Corporation. The Company obtained this amendment in anticipation of not
achieving the minimum Fixed Charge Coverage Ratio or exceeding the maximum
Consolidated Leverage Ratio as of the end of the first, second and third
quarters of 2005. The amendment applies only to the first three quarters of 2005
and the covenants return to their original levels for the fourth quarter of
2005. Specifically, the amendment eliminates the Fixed Charge Coverage Ratio,
increases the maximum Consolidated Leverage Ratio, establishes a Minimum
Consolidated EBITDA (on a latest twelve months basis) for each of the periods
and also establishes a Minimum Availability (the eligible collateral base less
outstanding borrowings and letters of credit) on each day within the nine-month
period.
Subsequent to the amendment's effective date, the Company determined that
it would not meet its amended financial covenants. The Company is in discussions
with its lenders to obtain a further amendment to its credit agreement which is
expected to allow for the Company to achieve future compliance based on its
current forecast of future operating results. The Company may also pursue
additional sources of capital, if necessary.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 Second Amendment to Amended and Restated Loan Agreement dated
March 29, 2005 with Fleet Capital Corporation.
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.
KATY INDUSTRIES, INC.
(Registrant)
By: /s/ Amir Rosenthal
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Amir Rosenthal
Vice President, Chief Financial Officer,
General Counsel and Secretary
Date: April 1, 2005
Exhibits
Exhibit No. Description
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10.1 Second Amendment to Amended and Restated Loan Agreement dated
March 29, 2005 with Fleet Capital Corporation.