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):
October 1, 2008
New
Horizons Worldwide, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-17840
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22-2941704
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One W. Elm Street, Suite 125
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Conshohocken, PA
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19428
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code:
484-567-3000
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:
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Top
of the Form
Item 1.01. Entry
into a Material Definitive Agreement
On October 1, 2008, New Horizons Worldwide, Inc. (the “Company”)
entered into a revolving credit facility (the “Revolver”) with PNC Bank (“PNC”)
which replaced the Company’s existing secured credit facility. The Revolver consists of a secured revolving
credit facility to the Company in an aggregate principal amount of
$6,000,000. The purpose of the Revolver
is to, among other things, (i) terminate the existing credit facility and (ii) support
the daily operations of the Company.
The Revolver has a current interest rate of the London Interbank Offer
Rate (“LIBOR”) plus 2.25% or the alternate base rate (the greater of the PNC
prime rate and the federal funds rate).
The Revolver will mature and the commitments will terminate on September 30,
2011. The Company will remit monthly
payments to PNC for interest only and the principal will be due upon maturity.
The obligations under the Revolver are guaranteed by the Company and certain
direct and indirect domestic subsidiaries of the Company. The obligations of the Company under the
Revolver are secured by substantially all the assets of the Company.
The Revolver contains customary covenants, representations and
warranties and events of default.
The foregoing description of the Revolver does not purport to be a
complete description of the parties’ rights and obligations under the
Revolver. As such, the foregoing
description is qualified in its entirety by the reference to the complete text
of the Revolver, a copy of which is attached to this Current Report on Form 8-K
as Exhibit 10.1 and is incorporated herein by reference. A copy of the Company’s press release
announcing the entry into the Revolver is furnished as Exhibit 99.1 to
this Form 8-K.
Item 1.02.
Termination of a Material Definitive Agreement
On September 30, 2008, the Company terminated their existing credit
facility with Camden Partners Strategic III, LLC (“Camden LLC”), as
administrative agent, Camden Partners Strategic Fund III, L.P. (“Camden III”),
Camden Partners Strategic Fund III-A, L.P., (“Camden III-A”), George S. Rich
and Alkhaleej (collectively, the “Lenders”).
The Company fulfilled it’s obligation to the Lenders, without penalties,
and will have no further obligation to the Lenders.
The
Revolver gives the Company a lower interest rate and greater flexibility than
the previous credit facility. The Revolver provides available funds to support
the short-term borrowing needs of the Company, finance working capital needs
and capital expenditures, as well as to fund other general corporate purposes.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
The disclosure in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1
Revolving Credit Loan Agreement among New
Horizons Worldwide, Inc and PNC Bank dated as of October 1, 2008.
10.2
Line of Credit Note among New Horizons
Worldwide, Inc and PNC Bank dated as of October 1, 2008.
10.3
Revolving Credit Security Agreement among New
Horizons Worldwide, Inc and PNC Bank dated as of October 1, 2008.
10.4
Revolving Credit Guaranty and Suretyship
Agreement among New Horizons Worldwide, Inc and PNC Bank dated as of October 1,
2008.
99.1
Press Release issued by New Horizons Worldwide, Inc.
on October 2, 2008.
2