UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2016
 
 
TELOS CORPORATION
(Exact name of registrant as specified in charter)
 
 
Maryland
 
001-08443
 
52-0880974
(State of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer ID No.)
 
 
19886 Ashburn Road, Ashburn, Virginia
    
20147-2358
(Address of principle executive offices)
    
(Zip Code)
 
(703) 724-3800
(Registrant's telephone number, including area code)
 
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.
Item 2.03            Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
 
On September 6, 2016, Telos Corporation (the "Company") and Action Capital Corporation ("Action Capital") amended that certain Financing and Security Agreement, dated July 15, 2016 (the "Financing Agreement"), between the Company and Action Capital to increase the maximum outstanding principal amount of advances under the Financing Agreement to $5,000,000. Prior to this amendment, the maximum amount was $2,500,000. A copy of the Amendment to Financing and Security Agreement between the Company and Action Capital is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Item 9.01            Financial Statements and Exhibits.

(d)
Exhibits

99.1
Amendment to Financing and Security Agreement Between the Company and Action Capital Corporation dated September 6, 2016


 
SIGNATURE
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

Date:  September 9, 2016

   
TELOS CORPORATION
 
 
By:
/s/ Michele Nakazawa
   
Michele Nakazawa
Chief Financial Officer







 
Exhibit 99.1

Amendment to Financing and Security Agreement
Between Action Capital Corporation and Telos Corporation


WHEREAS, Action Capital Corporation ("ACTION") entered into a Financing and Security Agreement with Telos Corporation (hereinafter "CLIENT") dated July 15, 2016; and

WHEREAS both parties agree to amend this document in accordance with Section 6.5 thereof;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 6.1 shall be amended effective as of September 6, 2016 by deleting the section in its entirety and replacing it with the following:

6.1 MAXIMUM ACCOUNT:  The outstanding amount of CLIENT's account with ACTION (that is, at any time, the unpaid and owing principal amount of advance made by ACTION to CLIENT) shall not exceed Five Million U.S. Dollars ($5,000,000.00).



Agreed to this 6 th day of September, 2016.




     
CLIENT:  Telos Corporation
 
     
By:
/s/ Michele Nakazawa
     
Title:
Chief Financial Officer
         
Attested By:
/s/ Deborah L. Smith
     
Seal:
       
         
     
ACTION:  Action Capital Corporation
 
     
By:
/s/ Patrick A. Thom
       
Patrick A. Thom
     
Title:
President