8-K 3-25-2015
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): March 24, 2015

 
CSS Industries, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
 
1-2661
 
13-1920657
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1845 Walnut Street, Philadelphia, PA
 
19103
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code:
(215) 569-9900

 
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))





Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2015, CSS Industries, Inc. (the “Company”) entered into Amendment No. 2 (the "Amendment") to the Credit Agreement dated March 17, 2011 (as amended, the "Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender. The Amendment extends the expiration date of the Credit Agreement from March 17, 2016 to March 16, 2020. The Amendment also increases the dollar amount of Permitted Acquisitions (as defined in the Credit Agreement), increases the dollar amount required to be maintained under the Tangible Net Worth (as defined in the Credit Agreement) covenant, and increases the Unused Fee (as defined in the Credit Agreement) required to be paid by the Company. In connection with entering into the Amendment, the Company paid an amendment fee of $100,000.

The preceding description of the Amendment is qualified in its entirety by the provisions of the Amendment, which is filed herewith as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 24, 2015, the Company entered into the Amendment described in Item 1.01 of this report. The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
Amendment No. 2 to Credit Agreement dated March 17, 2011 among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender.




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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.
 
 
 
 
 
 
 
CSS Industries, Inc.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Vincent A. Paccapaniccia
 
 
 
Vincent A. Paccapaniccia
 
 
 
Vice President-Finance and
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
Date:
March 25, 2015
 
 


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EXHIBIT INDEX

 
 
 
 
Exhibit No.
 
Description
 
 
 
10.1
 
Amendment No. 2 to Credit Agreement dated March 17, 2011 among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender.


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