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GFN > SEC Filings for GFN > Form 8-K on 28-Jun-2013All Recent SEC Filings

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Form 8-K for GENERAL FINANCE CORP


28-Jun-2013

Entry into a Material Definitive Agreement, Notice of Delisting or Failure t


Item 1.01 Entry Into a Material Definitive Agreement

On June 26, 2013 General Finance Corporation ("GFN"), GFN Manufacturing Corporation ("GFNMC"), Southern Frac, LLC ("Southern Frac") and Wells Fargo Bank, National Association ("Wells Fargo") entered into that certain Second Amendment (the "Second Amendment") to that certain Credit and Security Agreement dated as of October 1, 2012 (the "Credit Facility") to, among other things, permit Southern Frac to prepay loans in an aggregate amount equal to $334,862.56, to permit the release of $1,000,000 of cash held in a restricted account and to pay down $350,000 of indebtedness owed under the Credit Facility.

The foregoing description of the Second Amendment is qualified in its entirety by the Second Amendment, which is attached hereto as Exhibit 10.1 hereto and is incorporated by reference herein.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On June 25, 2013, all remaining warrants and units expired which were issued by the Company on June 25, 2010 in connection with its rights offering. The Company notified The NASDAQ Stock Market LLC ("NASDAQ") that the warrants and units had expired. On June 25, 2013 NASDAQ filed a Notification of Removal From Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to notify the Securities and Exchange Commission (the "SEC") that the warrants were to be delisted and deregistered under Section 12(b) of the Exchange Act, and on June 26, 2013 NASDAQ filed a Notification of Removal From Listing and/or Registration under
Section 12(b) of the Exchange Act on Form 25 to notify the SEC that the units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result the trading of the warrants and units was permanently suspended at the close of trading on June 25, 2013. The deregistration will become effective 10 days from the filing of the Form 25.



Item 8.01 Other Events

On June 27, 2013 GFN publicly announced the issuance of over 2,000,000 shares of common stock pursuant to the exercise of warrants issued in connection with GFN's June 2010 rights offering. Holders of the warrants were entitled to purchase one share of common stock for every two warrants held at an exercise price of $4.00 per share. At June 25, 2013, the expiration date of the warrants, over 97% of the warrants were exercised resulting in the Company receiving net proceeds of over $8,000,000.

A copy of the press release of GFN dated June 27, 2013 is attached as Exhibit 99.1 and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits

Exhibit:

10.1 Second Amendment dated June 26, 2013 among GFN, GFNMC, Southern Frac and Wells Fargo entered into that certain Credit and Security Agreement dated as of October 1, 2012

99.1 Press Release of GFN dated June 27, 2013


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