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) September 2, 2010

 

 

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-00188   04-3291176

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

437 Madison Avenue, 38 th Floor, New York, New York   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 328-2100

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 (see General Instruction A.2. below):

 

¨ 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 September 1, 2010, the Small Business Administration (the “SBA”) committed to reserve leverage in the form of debentures in an amount equal to $7.485 million (“Commitment 1”) to Freshstart Venture Capital Corp. (“Freshstart”), a wholly-owned subsidiary of Medallion Financial Corp. Freshstart accepted Commitment 1 on September 8, 2010 and paid to the SBA a leverage fee in the amount of $74,850.00. The remaining portion of the leverage fee in the amount of $149,700.00 will be deducted pro rata as Freshstart draws from the Commitment 1 proceeds. Freshstart can draw from the Commitment 1 proceeds, in whole or in part, until September 30, 2014, Commitment 1’s expiration date.

The foregoing description of Commitment 1 is qualified in its entirety by reference to Commitment 1, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 1, 2010, the SBA committed to reserve leverage in the form of debentures in an amount equal to $5.0 million (“Commitment 2”) to Medallion Capital, Inc. (“Medallion Capital”), a wholly-owned subsidiary of Medallion Financial Corp. Medallion Capital accepted Commitment 2 on September 7, 2010 and paid to the SBA a leverage fee in the amount of $50,000.00. The remaining portion of the leverage fee in the amount of $100,000.00 will be deducted pro rata as Medallion Capital draws from the Commitment 2 proceeds. Medallion Capital can draw from the Commitment 2 proceeds, in whole or in part, until September 30, 2014, Commitment 2’s expiration date.

The foregoing description of Commitment 2 is qualified in its entirety by reference to Commitment 2, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

 

ITEM 8.01 OTHER EVENTS.

Medallion Financial Corp. (the “Company”) publicly announced its stock repurchase program in a press release dated November 5, 2003, after the Board of Directors approved the repurchase of up to $10,000,000 of its outstanding common stock, which was increased by an additional $10,000,000 authorization on November 3, 2004 when the Company approached its initial authorization limit. On September 2, 2010 the Company purchased a total of 2,095 shares of common stock at a cost of $14,754, or $7.04 per share. As of September 10, 2010, a total of 1,571,968 shares had been repurchased under the program at a cost of $13,893,646, for an average cost of $8.84 per share. As of September 10, 2010, $6,106,354 remains available for future stock repurchases.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit

No.

  

Description

10.1    Commitment Letter, dated September 1, 2010, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on September 8, 2010.
10.2    Commitment Letter, dated September 1, 2010, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 7, 2010.

 

2

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.

 

MEDALLION FINANCIAL CORP.
By:  

/ S /    L ARRY  D. H ALL         

Name:   Larry D. Hall
Title:   Chief Financial Officer

Date:

  September 13, 2010

 

3

Exhibit Index

 

Exhibit

No.

  

Description

10.1    Commitment Letter, dated September 1, 2010, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on September 8, 2010.
10.2    Commitment Letter, dated September 1, 2010, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 7, 2010.

 

4

Exhibit 10.1

 

LOGO   

U.S. S MALL  B USINESS  A DMINISTRATION

W ASHINGTON , D.C. 20416

  

COMMITMENT LETTER

License No. 02/02-5447

SEP – 1 2010

Mr. Alvin Murstein

Chairman and CEO

Freshstart Venture Capital Corporation

437 Madison Avenue

New York, New York 10022

Dear Mr. Murstein:

The Small Business Administration (“SBA”) is hereby committing to reserve Leverage (as defined in 13 CFR 107.50) in the form of debentures in an amount equal to $7,485,000, to be issued by Freshstart Venture Capital Corporation (the “Company”) on or prior to September 30, 2014 subject to the terms and conditions set forth in this Commitment Letter and in 13 CFR 107.1200-1240. As used herein, terms which are defined in 13 CFR Part 107 shall have the meanings assigned to them therein.

Each issuance of Leverage under this Commitment Letter is conditioned upon the Company’s creditworthiness (as determined by SBA) and the Company’s full compliance (as determined by SBA) with each of the other terms and conditions set forth in 13 CFR 107.1200-1240.

SBA may limit the amounts that may be drawn each year under this Commitment Letter.

This Commitment Letter shall terminate automatically at 5:00 P.M. Eastern Time on September 30, 2014 You must pay to SBA a non-refundable leverage fee in the amount of $74,850.00 within thirty days of the date of this letter or prior to the submission of the initial draw request, whichever is sooner. The remaining portion of the leverage fee in the amount of $149,700.00 will be deducted pro rata as commitment proceeds are drawn.

By its acceptance of this Commitment Letter, the Company agrees to pay, indemnify and hold SBA harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of this Commitment Letter.

LOGO

This Commitment Letter is subject to the provisions of Part 107 of Title 13 of the Code of Federal Regulations, including without limitation 13 CFR 107.1200-1240, which are incorporated herein by reference.

This Commitment Letter has been issued in reliance upon the written representations and certifications made by the Company to SBA in connection with its application for a commitment.

This Commitment Letter shall be governed by, and construed in accordance with, federal law.

 

U.S. Small Business Administration
By:  

LOGO

  Sean J. Greene
 

Associate Administrator

    for Investment

Agreed and Accepted:

 

Freshstart Venture Capital Corporation

By:

 

LOGO

Date:

 

9/8/10

Exhibit 10.2

 

LOGO   

U.S. S MALL  B USINESS  A DMINISTRATION

W ASHINGTON , D.C. 20416

  

COMMITMENT LETTER

License No. 05/05-5 134

SEP – 1 2010

Mr. Dean Pickerell

Executive Vice President

Medallion Capital, Inc.

3000 W. County Road 42, Suite 301

Burnsville, Minnesota 55337

Dear Mr. Pickerell:

The Small Business Administration (“SBA”) is hereby committing to reserve Leverage (as defined in 13 CFR 107.50) in the form of debentures in an amount equal to $5,000,000.00 , to be issued by Medallion Capital, Inc. (the “Company”) on or prior to September 30, 2014 subject to the terms and conditions set forth in this Commitment Letter and in 13 CFR 107.1200-1240. As used herein, terms which are defined in 13 CFR Part 107 shall have the meanings assigned to them therein.

Each issuance of Leverage under this Commitment Letter is conditioned upon the Company’s creditworthiness (as determined by SBA) and the Company’s full compliance (as determined by SBA) with each of the other terms and conditions set forth in 13 CFR 107.1200-1240.

SBA may limit the amounts that may be drawn each year under this Commitment Letter.

This Commitment Letter shall terminate automatically at 5:00 P.M. Eastern Time on September 30, 2014 You must pay to SBA a non-refundable leverage fee in the amount of $50,000.00 within thirty days of the date of this letter or prior to the submission of the initial draw request, whichever is sooner. The remaining portion of the leverage fee in the amount of $100,000.00 will be deducted pro rata as commitment proceeds are drawn.

By its acceptance of this Commitment Letter, the Company agrees to pay, indemnify and hold SBA harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of this Commitment Letter.

LOGO

This Commitment Letter is subject to the provisions of Part 107 of Title 13 of the Code of Federal Regulations, including without limitation 13 CFR 107.1200-1240, which are incorporated herein by reference.

This Commitment Letter has been issued in reliance upon the written representations and certifications made by the Company to SBA in connection with its application for a commitment.

This Commitment Letter shall be governed by, and construed in accordance with, federal law.

 

U.S. Small Business Administration

By:

 

LOGO

  Sean J.Greene
 

Associate Administrator

    for Investment

 

Agreed and Accepted:

Medallion Capital, Inc.

By:

 

LOGO

Date:

 

9/7/10