UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2018
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 1-9810 | 54-1701843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 9120 Lockwood Blvd., Mechanicsville, Virginia | 23116 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (804) 723-7000
Not applicable
(former name or former address, if changed since last report.)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note:
On April 16, 2018, Owens & Minor, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K dated April 2, 2018 (the “Form 8-K”) to report its entry into the First Amendment (as defined below). The Company is filing this Amendment No. 1 to the Form 8-K (this “Amendment”) solely to correct the date of the First Amendment, which was inadvertently reflected as April 2, 2018 instead of March 29, 2018, and to re-file the corrected First Amendment as Exhibit 10.1 hereto.
This Amendment does not otherwise amend, update or change in any way the First Amendment filed as Exhibit 10.1 to the Form 8-K or the other disclosure contained in the Form 8-K.
| Item 8.01 | Other Events. |
On March 29, 2018, the Company entered into the First Amendment to Credit Agreement (the “First Amendment”) among Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC and Barista Acquisition II, LLC (the “Borrowers”), certain of the Company’s domestic subsidiaries (together with the Company, the “Guarantors”), the banks party thereto and Wells Fargo Bank, N.A. (the “Administrative Agent”). The First Amendment amends the Credit Agreement, dated as of July 27, 2017, by and among the Borrowers, the Guarantors, the Administrative Agent and the other agents party thereto and the syndicate of financial institutions specified therein, to, among other things, amend certain definitions and a negative covenant, including amending the definition of “Consolidated EBITDA.”
The foregoing description of the First Amendment is qualified in its entirety by reference to the terms of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 10.1 | First Amendment to Credit Agreement, dated as of March 29, 2018, by and among Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Barista Acquisition I, LLC, and Barista Acquisition II, LLC, as Borrowers, Owens & Minor, Inc. and certain of its domestic subsidiaries, as Guarantors, the banks party thereto and Wells Fargo Bank, N.A., as Administrative Agent for the banks party thereto | |
Exhibit Index
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.
| OWENS & MINOR, INC. | ||||||
| Date: April 18, 2018 | By: | /s/ Nicholas J. Pace | ||||
| Name: | Nicholas J. Pace | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary and Communications | |||||