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 11, 2009
MARINEMAX, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-14173
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59-3496957 |
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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.) |
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code: (727) 531-1700
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Underwriting Agreement
On September 11, 2009, we entered into an underwriting agreement (the “Underwriting
Agreement”) with Raymond James & Associates, Inc. (the “Underwriter”), relating to the sale by our
company of a total of 2,600,000 shares of our common stock (the “Offering”). The offering price to
the public was $7.00 per share. Net proceeds (after deducting the underwriting discounts but
before expenses) were approximately $17.1 million to our company. The shares of common stock were
offered and sold pursuant to a base prospectus and related prospectus supplement, which have been
filed with the Securities and Exchange Commission. Pursuant to the Underwriting Agreement, we have
granted the Underwriter a 30-day option to purchase up to an additional 390,000 shares of our
common stock solely to cover over-allotments, if any.
The Underwriting Agreement contains customary representations, warranties, and conditions to
closing. We have also agreed to indemnify the Underwriter against certain liabilities, including
civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments that
the Underwriter may be required to make in respect of those liabilities. Subject to specified
exceptions, we and each of our directors and officers, also agreed not to make an offer, sale,
short sale, or other disposition of shares of common stock or other securities convertible into or
exchangeable or exercisable for shares of common stock for 90 days after September 11, 2009 without
first obtaining the written consent of the Underwriter.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of
which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01. A
copy of the opinion of Greenberg Traurig, LLP relating to the legality of the issuance and sale of
the shares in the Offering is attached hereto as Exhibit 5.1.
Sixth Amendment to Amended and Restated Credit and Security Agreement
On September 11, 2009, we entered into a Sixth Amendment to our Second Amended and Restated
Credit and Security Agreement (the “Amendment”) among MarineMax, Inc. and our subsidiaries, as
Borrowers; and KeyBank National Association; Bank of America, N.A.; GE Commercial Distribution
Finance Corporation; Wachovia Bank, National Association; Wells Fargo Bank, N.A.; U.S. Bank
National Association; Branch Banking & Trust Company; and Bank of the West, as Lenders.
As part of the Offering, we requested from the Lenders additional flexibility to our debt
covenants, since the Offering also benefits the Lenders. The Lenders have agreed to amend our
revolving credit facility to modify the size of our facility and financial covenants upon the
completion of the Offering. The Amendment will provide a line of credit with asset-based borrowing
availability up to $300 million, stepping down to $250 million by September 30, 2009 and $175
million by September 30, 2010, with interim decreases between such dates. Each interim step down
will be reduced by the net proceeds of the Offering but will never be reduced to below $175
million. Additionally, the Amendment will modify the definition of EBITDA to