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): January 25, 2008
___________
MAXIMUS, INC.
(Exact
name of registrant as specified
in its charter)
|
Virginia
(State
or other
jurisdiction
of
incorporation)
|
1-12997
(Commission
File
Number)
|
54-1000588
(I.R.S.
Employer
Identification
No.)
|
|
11419
Sunset Hills
Road,
Reston,
Virginia
(Address
of principal executive
offices)
|
20190-5207
(Zip
Code)
|
Registrant’s
telephone number, including
area code: (703) 251-8500
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))
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Item
1.01
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Entry
into a Material Definitive Agreement
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MAXIMUS,
Inc. (“MAXIMUS”)
previously
announced its intention to
seek a credit line supportive of its desire to maintain an appropriate, balanced
capital structure, including having access to borrowed funds as
needed. On
January 25, 2008,
MAXIMUS as borrower,
entered into a Revolving
Credit
Agreement providing
for a senior secured revolving credit facility, with SunTrust Bank as administrative
agent,
issuing bank and swingline lender and the other lenders party
thereto
(the“Credit
Facility”).
The
Credit Facility provides for a
$50,000,000
revolving line of credit
commitment, which may be used (i) for revolving loans, (ii) for
swingline loans,
subject to a sublimit of $5,000,000
and (iii) to request the
issuance of letters of credit on MAXIMUS’ behalf,
subject to a sublimit of
$25,000,000. MAXIMUS
may,from
time to time (but not more than
four (4) times during the term of the Credit Facility),subject to applicable
conditions,
request an increase in the commitment under the Credit Facility, such that the aggregate
commitments
under the Credit Facility shall at no time exceed $75,000,000. The
credit available under
the Credit Facility may
be
used, among other purposes,
to refinance current
indebtedness of MAXIMUS, to repurchase shares of MAXIMUS’ capital stock
and to finance the ongoing
working capital, capital expenditure, and general corporate needs of
MAXIMUS.
MAXIMUS,
subject to applicable conditions, may
elect interest rates on its revolving borrowings calculated by reference to
(i) the prime lending
rate
as announced by SunTrust Bank (or, if higher, the federal funds effective rate
plus
0.50%) (a “Base
Rate Borrowing”),
(ii) the
reserve adjusted rate per annum
equal to the offered rate for deposits in U.S. dollars for a one (1), two (2),
three (3) or six (6) month period in the London Inter-Bank Market (a
“LIBOR
Borrowing”), in each case
plus an applicable margin (currently 0.00% for Base Rate Borrowings and 0.625%
for LIBOR Borrowings) that is determined by reference to MAXIMUS’ then-current
leverage ratio.
For
swing line borrowings, MAXIMUS will
pay interest at the rate of interest
for a one (1) month
LIBOR Borrowing, plus the applicable margin, or at a rate to be separately
agreed upon by MAXIMUS and the administrative agent.
The
Credit Facility matures on
January 25,
2013, at which time all outstanding
borrowings must be repaid and all outstanding letters of credit must have been
terminated or
cash
collateralized.
The
Credit Facility provides for the
payment of specified fees and expenses, including an up front fee and commitment
and letter of credit fees,
and contains certain loan covenants,
including, among others, financial covenants providing for a maximum leverage ratio
anda
minimum
fixed charge coverage
ratio, and limitations on
MAXIMUS’ability
with regard to the incurrence of
debt, the existence of liens,hedging transactions,
dividends and
stock repurchases,
investments, and mergers, dispositions and acquisitions, and events
constituting a change in
control. MAXIMUS’ obligations under the Credit Facility are
guaranteed by certain of MAXIMUS’ direct and indirect subsidiaries
(collectively, the “Guarantors”)
and are secured by substantially all
of MAXIMUS’ and the Guarantors’ present and future tangible and intangible
assets, including the capital stock of subsidiaries and other investment
property.
The
Credit Facility contains events of
default that include, among others, non-payment of principal, interest or fees,
violation of covenants, inaccuracy of representations and warranties, bankruptcy
and insolvency events, material judgments, events constituting a
change in control,
events of debarment or suspension from contracting with the United States of
America or any agency or instrumentality thereof and cross defaults to
certain other
material indebtedness. The
occurrence of an event of default
could result in the acceleration of MAXIMUS’obligations
under the Credit Facility
and the obligations of any
or all of the Guarantors to pay the full amount of MAXIMUS’ obligations under
the Credit Facility.
The
Credit Facility provides that upon
required notice, loans thereunder may be prepaid and commitments may be reduced
by MAXIMUS without premium or penalty. Loans will be required to be
repaid with the proceeds of certain asset sales if the proceeds are not
reinvested within 180 days and with the proceeds of certain debt securities
issued by MAXIMUS or any of its subsidiaries.
The
foregoing summary is qualified in
its entirety by reference to the full text of the Revolving Credit
Agreement attached hereto as
Exhibit 10.1 and the
various other loan documents which are filed as exhibits to this Form
8-K, all
of which exhibits
are incorporated herein by
reference.
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Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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The
information set forth under Item 1.01 above is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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| (d) |
Exhibits |
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|
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Ex.
No. |
Description |
|
|
10.1
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Revolving
Credit Agreement, dated January 25, 2008, by and among MAXIMUS, Inc.,
as
borrower, SunTrust Bank as administrative agent, issuing bank and
swingline lender and the other lender parties
thereto
|
|
|
10.2
|
Security
Agreement, dated January 25, 2008, among MAXIMUS, Inc. and certain
subsidiaries of MAXIMUS, Inc., in favor of SunTrust
Bank
|
|
|
10.3
|
Pledge
Agreement, dated January 25, 2008, by and among MAXIMUS, Inc. and
certain
subsidiaries of MAXIMUS, Inc., in favor of SunTrust
Bank
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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.
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MAXIMUS,
Inc.
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Date:
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January
29, 2008
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By:
/s/
David R.
Francis
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David
R. Francis
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General
Counsel and Secretary
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