UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 17, 2017
JANEL CORPORATION
(Exact name of registrant as specified in
its charter)
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Nevada
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333-60608
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86-1005291
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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303 Merrick Road, Lynbrook, New York
11563
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code:
(516) 256-8143
Inapplicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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INFORMATION TO BE INCLUDED IN THE REPORT
Introductory
Note
Janel Corporation (the
“
Company
”) previously filed a Current Report on Form 8-K (the “
Current Report
”) with the
Securities and Exchange Commission on October 17, 2017 to report, among other things, the submission for filing to the Nevada Secretary
of State of an Amendment to Certificate of Designation After Issuance of Class or Series reducing the dividend rate payable on
the Series C Preferred Stock. The Current Report did not include the complete filing submitted to the Nevada Secretary of State,
and the purpose of this amendment to the Current Report is to include such complete filing. Except for the foregoing, this Form
8-K/A effects no other changes to the Current Report.
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Item 9.01.
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Financial Statements and Exhibits.
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The following
exhibits are filed herewith:
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Exhibit No.
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Description
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3.1
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Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock
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10.1
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Loan and Security Agreement, effective as of October 17, 2017, by and between Janel Corporation, Janel Group, Inc., PCL Transport, LLC, Janel Alpha GP, LLC, W.J. Byrnes & Co., Liberty International, Inc., and The Janel Group of Georgia, Inc., and Santander Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 17, 2017, File No. 333-60608)
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10.2
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Revolving Credit Note, effective as of October 17, 2017 payable to Santander Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 17, 2017, File No. 333-60608)
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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
thereunto duly authorized.
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JANEL CORPORATION
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(Registrant)
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Date: October 17, 2017
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By:
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/s/ Brendan J. Killackey
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Brendan J. Killackey
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Chief Executive Officer
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Exhibit 3.1
Exhibit A
to
Certificate of Designation of
Janel World Trade, Ltd.
4.
Dividends
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The holders of the Series C Cumulative Preferred Stock shall be entitled to receive, out of funds legally available therefor, annual
dividends when, as and if declared by the Board, at the rates heretofore set forth from time to time in the Certificate of Designation
for the Series C Cumulative Preferred Stock, and commencing on the date of the filing of this Amendment, at the annual rate of
five percent (5.0%) with a one percent (1%) increase on each January 1
st
beginning January 1, 2019 and on each January
1 thereafter for four years, such that: (a) as of January 1, 2019 the annual dividend shall be at the rate of six percent (6.0%),
(b) as of January 1, 2020 the annual dividend shall be at the rate of seven percent (7.0%), (c) as of January 1, 2021 the annual
dividend shall be at the rate of eight percent (8.0%) and (d) as of January 1, 2022, and for every year thereafter, the annual
dividend shall be at the rate of nine percent (9.0%). Such dividends are (i) prior and in preference to any declaration or payment
of any dividend or other distribution on Common Stock (other than a dividend payable in shares of Common Stock) or on any other
class or series of capital stock ranking junior to the Series C Cumulative Preferred Stock with respect to dividends, (ii)
pari
passu
with any other shares of Preferred Stock entitled to participate
pari passu
with the Series C Cumulative Preferred
Stock with respect to dividends and (iii) subject to the rights of any series of Preferred Stock that ranks, with respect to dividends,
senior to the Series C Cumulative Preferred Stock. Such dividends shall accrue on each share of Series C Cumulative Preferred Stock
on a daily basis from the Original Issuance Date whether or not earned or declared and whether or not there shall be net assets
or profits of the Corporation legally available for the payment of such dividends. Such dividends shall be cumulative, so that
if such dividends with respect to any previous or current dividend period at the rate provided for herein have not been paid on
all shares of Series C Cumulative Preferred Stock at the time outstanding, the deficiency shall be fully paid on such shares before
any distribution shall be paid on, or declared and set apart for, Common Stock or any other class or series of capital stock ranking
junior to the Series C Cumulative Preferred Stock with respect to dividends.