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) September 13, 2006
ACR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Texas | 0-12490 | 74-2008473 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3200 Wilcrest Drive, Suite 440
Houston, Texas 77042
(Address of Principal Executive Offices, Including Zip Code)
(713) 780-8532
Registrant’s telephone number, including area code
N/A
(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)) |
Item 1.01. Entry into a Material Definitive Agreement
On September 13, 2006, ACR Group, Inc. (the “Company”) amended its financing arrangement with Wells Fargo Bank to increase to $45 million the amount that may be borrowed under the revolving credit line. All other terms of the financing arrangement were unchanged. The effective date of the amended agreement is September 13, 2006. As of August 31, 2006, the collateral base was sufficient for the entire $45 million to be available to the Company.
The foregoing description of the amended financing arrangement is qualified in its entirety by reference to the amendment to the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See the disclosures set forth in Item 1.01, the contents of which are incorporated by reference.
Item 7.01. Regulation FD Disclosure.
See the disclosures set forth in Item 1.01, the contents of which are incorporated by reference. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The Company is attaching copies of the press release dated September 14, 2006 as Exhibit 99.1, and the Second Amendment to Credit Agreement and Term Note dated as of September 13, 2006 as Exhibit 10.1.
| Exhibit | Description | |
| 10.1 | Third Amendment to Credit Agreement and Term Note, dated as of September 13, 2006, by and among ACR Group, Inc. (Borrower) and Wells Fargo Bank, National Association and Subsidiaries of Borrower. | |
| 99.1 | Press release dated September 14, 2006 issued by ACR Group, Inc. | |
-2-
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.
| ACR Group, Inc. | ||||
| Dated: September 18, 2006 | By: | /s/ Anthony R. Maresca | ||
| Anthony R. Maresca Senior Vice President and Chief Financial Officer | ||||
-3-
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Third Amendment to Credit Agreement and Term Note, dated as of September 13, 2006, by and among ACR Group, Inc. (Borrower) and Wells Fargo Bank, National Association and Subsidiaries of Borrower. | |
| 99.1 | Press release dated September 14, 2006 by ACR Group, Inc. | |
-4-