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): May 26, 2006
CYTATION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 00114800 16-0961436
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
4902 EISENHOWER BLVD., SUITE 185, TAMPA, FL 33634
(Address of Principal Executive Offices) (Zip Code)
(813) 885-5998
(Registrant's Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report)
Check the appropriate box below of the Form 8-K if the 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)).
Unless otherwise indicated or the context otherwise requires, all
references below in this Report on Form 8-K to "we," "us" and the "Company" are
to Cytation Corporation, a Delaware corporation, together with its wholly-owned
subsidiaries, DeerValley Acquisitions Corp., a Florida corporation, and Deer
Valley Homebuilders, Inc., an Alabama corporation. Specific discussions or
comments relating to Cytation Corporation will reference the "Company," those
relating to DeerValley Acquisitions Corp. will reference "DVA", and those
relating to Deer Valley Homebuilders, Inc. will be referred to as "Deer Valley."
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On May 26, 2006, Deer Valley entered into a Loan Agreement with Fifth Third
Bank (the "Lender") providing for a loan of Two Million and No/100 Dollars
($2,000,000.00) (the "Loan") evidenced by a promissory note and secured by a
first mortgage on Deer Valley's properties in Guin, Alabama and Sulligent,
Alabama, including the structures and fixtures located thereon, as well as Deer
Valley's interest in any lease thereof. The purpose of the loan is to pay off an
existing loan from another bank secured by the Guin property and to reduce the
outstanding balance on Deer Valley's revolving credit facility with the Lender.
The net effect of the reduction in the revolving credit balance is to increase
the credit available to the Company for working capital under its revolving
facility. The Loan has a term from May 26, 2006 through June 1, 2011 and has a
variable interest rate at 2.25% above LIBOR. There is no prepayment penalty.
Future advances are available under the Loan Agreement, subject to approval by
the Lender. Also on May 26, 2006, the Company and DVA guaranteed the Loan.
Should Deer Valley default, thereby triggering acceleration of the Loan,
Cytation and DVA would become liable for payment of the Loan.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this Form 8-K:
Exhibit No. Description
10.01 Form of Loan Agreement
10.02 Form of Commercial Promissory Note
10.03 Form of Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing
10.04 Form of Guaranty of Loan, Cytation Corp.
10.05 Form of Guaranty of Loan, DeerValley Acquisitions Corp.
SIGNATURE
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.
CYTATION CORPORATION
By: /s/ Charles G. Masters
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Name: Charles G. Masters
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Title: President, Chief Executive Officer
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Dated: June 1, 2006