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): December 27, 2004
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 1-31398 75-2811855
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation or organization) Number) Identification No.)
2911 South County Road 1260 Midland, Texas 79706
(Address of Principal Executive Offices) (Zip Code)
432-563-3974
(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.
On December 27, 2004, Natural Gas Services Group, Inc., as borrower,
and Western National Bank, as lender, entered into (a) a First Modification to
Second Amended and Restated Loan Agreement, dated effective December 15, 2004
(the "Loan Modification Agreement"), and (b) a Modification Agreement, dated
effective December 15, 2004 (the "Note Modification Agreement"). Natural Gas
entered into the Loan Modification Agreement for the primary purpose of
modifying its Second Amended and Restated Loan Agreement, dated November 3, 2003
(the "Loan Agreement"), between Natural Gas and Western National Bank, to allow
for an increased borrowing base and extended advance period under the Advancing
Line of Credit Promissory Note, dated November 3, 2003 (the "Advance Note"),
payable to the order of Western National Bank in the original principal amount
$7,000,000.00. In particular, under the Loan Modification Agreement, the parties
increased the borrowing base under the Advance Note from $7,000,000.00 to
$10,000,000.00, and extended the ending date for the period during which Natural
Gas can request an advance under the Advance Note from November 3, 2004, to
December 14, 2005.
Under the Note Modification Agreement, the interest rate floor of the
Advance Note was increased from five and one-quarter percent (5.25%) to six
percent (6.00%), and specific amortization provisions were added which relate to
advances made under the Advance Note during the period beginning on December 15,
2004, and ending December 14, 2005. The Note Modification Agreement provides
that advances under the Advance Note made prior to December 15, 2004, will be
amortized as originally provided for in the Advance Note, and subsequent
advances made after this date through December 14, 2005, will be amortized under
a separate amortization schedule provided for in the Note Modification
Agreement. This separate schedule provides that the sum of all advances made by
Western National Bank during the period beginning on December 15, 2004, and
ending December 14, 2005, will be amortized separately on a 60-month
amortization schedule with the outstanding principal balance attributable to
such advances to be recalculated by Western on a quarterly basis beginning March
31, 2005. Separate payments of principal are required to be made by Natural Gas
with respect to the portion of the outstanding principal balance of the Advance
Note attributable to advances made after December 15, 2004. These separate
payments are in addition to those payments of principal originally required
under the Advance Note and are due and payable on the 15th day of each month
through October 15, 2009. One final installment of all outstanding principal and
accrued, unpaid interest on the Advance Note is due and payable on November 15,
2009.
The remaining terms and provisions of the Loan Agreement and the
Advance Note remain in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 First Modification to Second Amended and Restated
Loan Agreement, dated December 27, 2004, effective
December 15, 2004, by and among Natural Gas Services
Group, Inc. and Western National Bank.
10.2 Modification Agreement, dated December 27, 2004,
effective December 15, 2004, by and among Natural Gas
Services Group, Inc. and Western National Bank.
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.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wallace C. Sparkman
------------------------------
Wallace C. Sparkman, President
Dated: December 27, 2004