UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 9, 2009
MARLIN BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-50448 | 38-3686388 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 300 Fellowship Road, Mount Laurel, NJ | 08054 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s
telephone number, including area code (888) 479-9111
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On October 9, 2009, the Registrant’s affiliate, Marlin Receivables Corp. (“MRC”), closed on
$75,000,000 three-year committed loan facility with Wells Fargo Foothill, LLC. The facility is
secured by a lien on MRC’s assets and is supported by guaranties from the Registrant and Marlin
Leasing Corporation. Advances under the facility will be made pursuant to a borrowing base
formula, and the proceeds will be used to fund lease originations. The maturity date of the
facility is October 9, 2012. An event of default such as non-payment of amounts when due under the
loan agreement or a breach of covenants may accelerate the maturity date of the facility. Attached
as Exhibit 10.1 to this report, and incorporated herein by reference, is the Loan and Security
Agreement, dated as of October 9, 2009, by and among Marlin Receivables Corp., Marlin Leasing
Corporation, Marlin Business Services Corp. and Wells Fargo Foothill, LLC. The Registrant issued a
press release on October 13, 2009 announcing the closing of this facility, and a copy of that press
release is being furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Loan and Security Agreement, dated as of October 9, 2009, by and among Marlin Receivables Corp., Marlin Leasing Corporation, Marlin Business Services Corp. and Wells Fargo Foothill, LLC. | |
| 99.1 | Press Release issued by Marlin Business Services Corp. on October 13, 2009. |
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.
| MARLIN BUSINESS SERVICES CORP. (Registrant) |
||||
| Date: October 13, 2009 | /s/ Daniel P. Dyer | |||
| Daniel P. Dyer | ||||
| Chief Executive Officer | ||||
INDEX TO EXHIBITS
| 10.1 | Loan and Security Agreement, dated as of October 9, 2009, by and among Marlin Receivables Corp., Marlin Leasing Corporation, Marlin Business Services Corp. and Wells Fargo Foothill, LLC. | |
| 99.1 | Press Release issued by Marlin Business Services Corp. on October 13, 2009. |