UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 1214, 2014

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 communication 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))

SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On February 1214, 2014, Stanadyne ~~Corporation~~Holdings, Inc. (“~~Stanadyne~~Holdings”) and funds managed by Kohlberg Management IV, L.L.C. (“Kohlberg”) entered into a ~~Commitment~~Convertible ~~Letter~~Subordinated Note (~~the~~"Notes") ~~“Commitment~~agreement ~~Letter”)~~providing ~~with~~for ~~certain~~a ~~funds~~term ~~and~~loan ~~accounts~~in ~~managed~~an oraggregate ~~advised~~principal byamount ~~Beach~~of ~~Point~~$6.0 ~~Capital~~million. The ~~Management~~Notes LPcarry ~~(collectively,~~a ~~the~~5-year ~~“Lenders”)~~term ~~pursuant~~with toan ~~which~~interest ~~the~~rate ~~Lenders~~of ~~have~~12.0% ~~committed~~per annum, ~~subject~~with tointerest ~~the~~payable ~~terms~~in ~~and~~semi-annual ~~conditions~~installments ~~specified~~in arrears commencing in August 2014 and principal due at maturity. At the ~~Commitment~~option ~~Letter~~of Holdings, tothe ~~provide~~interest apayments ~~$220~~may ~~million~~be ~~senior~~made ~~secured~~utilizing ~~second~~payment-in-kind ~~lien~~notes. The ~~term~~Notes ~~loan~~include ~~(the~~repayment ~~“Loan”)~~provisions toupon ~~Stanadyne,~~change ~~maturing~~of oncontrol ~~the~~or ~~fifth~~refinancing ~~anniversary~~ of ~~closing~~Holdings' 12% Senior Discount Notes due 2015. The ~~Loan~~Notes ~~may~~are besubordinated ~~drawn~~to inHoldings’ ~~the~~12% ~~sole~~Senior ~~discretion~~Discount ofNotes ~~Stanadyne~~due on2015 orand ~~prior~~are convertible to ~~April~~common ~~30,~~stock ~~2014~~at fair market value at Kohlberg's discretion. A majority of Holdings' outstanding common stock is held by funds managed by Kohlberg.

~~The~~SECTION ~~obligation~~2 of– ~~the~~FINANCIAL Lenders to make the Loan is subject to a number of conditions, including: (i) Stanadyne shall repay in full all outstanding amounts under (a) the Second Lien Term Loan Agreement, dated as of February 13, 2013 (the “Existing Second Lien Term Loan Agreement”), among Stanadyne, its corporate parent Stanadyne Intermediate Holding, Corp. (“SIHC”), as a guarantor, Jefferies Finance LLC, as administrative agent, and the Lender, as lender, and (b) Stanadyne’s 10.00% Senior Subordinated Notes due 2014 issued under an Indenture dated as of August 6, 2004, between Stanadyne and The Bank of New York, as Trustee; (ii) Stanadyne shall refinance or amend the Credit Agreement dated as of August 13, 2009, as amended, among Wells Fargo Capital Finance, LLC, as agent, the lenders party thereto, Stanadyne and SIHC, as guarantor, and reduce commitments thereunder to an aggregate amount no greater than $35.0 million (the debt described in the foregoing clause (i) and this clause (ii) being referred to as the “Existing Debt”), (iii) the execution and delivery by Stanadyne of definitive documentation with respect to the Loan consistent with the Commitment Letter, (iv) delivery of customary closing documents, including Stanadyne financial statements, legal opinions, solvency opinion, collateral perfection documents and an officer’s certificate providing a bring-down in all material respects of customary representations made in the Commitment Letter and (v) the satisfaction of certain other customary closing conditions, including, but not limited to, the absence of any material adverse changes in Stanadyne since December 31, 2012.INFORMATION

~~The~~Item ~~Lenders~~2.03 Creation ~~may~~of ~~terminate their commitment under the Commitment Letter if Stanadyne incurs~~ a ~~material~~Direct ~~breach~~Financial ~~under~~Obligation ~~the Commitment Letter and the Lenders, in their reasonable discretion, determine that the breach has not been cured~~ or aan ~~material~~Obligation ~~adverse~~under ~~change~~an inOff-Balance ~~Stanadyne~~Sheet ~~occurs. The~~Arrangement ~~commitment~~ of ~~the~~a ~~Lenders~~Registrant ~~under the Commitment Letter will automatically expire on April 30, 2014.~~

~~Stanadyne~~See ~~will~~disclosure beunder ~~obligated~~Item to1.01 ~~pay to the Lenders a fee equal to between 2% and 4%~~ of ~~the~~this ~~Loan~~Current atReport ~~the~~on ~~closing~~Form ~~or upon the termination of the commitments of the Lenders under the Commitment Letter~~8-K.

~~The~~SECTION ~~Loan~~9 ~~will~~– ~~bear~~FINANCIAL ~~interest~~STATEMENTS atAND ~~a rate of 11.25% per annum, payable quarterly in cash in arrears. The interest rate will increase upon the occurrence of an event of default.~~EXHIBITS

~~The~~Item ~~Loan~~9.01 Financial ~~will~~Statements ~~amortize~~and ~~in equal quarterly installments of principal, commencing March 31, 2015, in an aggregate annual amount equal to 1% of the original principal amount of the Loan, with the balance due at maturity.~~Exhibits

Stanadyne must offer to prepay the Loan at 101% of par upon a change of control or with the proceeds received from asset sales, extraordinary receipts and certain debt and equity issuances. In addition Stanadyne must offer to prepay a portion of the Loan at par equal to (id) 50% of Excess Cash Flow (to be defined) annually and (ii) 50% of cumulative Excess Cash Flow since the Loan closing if Stanadyne pays a dividend to Stanadyne Holdings, Inc. the parent company of SIHC for the purpose of paying interest on its 12.00% Senior Discount Notes due 2015 (the “Holdings Bonds”). Exhibits

~~Stanadyne~~4.1 ~~may~~Convertible ~~prepay~~Subordinated ~~the~~Notes ~~Loan~~of atStanadyne ~~any time~~Holdings, ~~with~~Inc. ain ~~prepayment~~the ~~premium~~aggregate ~~ranging~~original ~~from~~principal aamount ~~customary~~of ~~make-whole~~$6.0 ~~amount~~million ~~during~~dated ~~the~~as ~~first~~of ~~two~~February ~~years~~14, ~~after~~2014 ~~closing,~~issued to 3%affiliates ~~during~~of ~~the~~Kohlberg ~~third~~& ~~year~~Company, ~~and 1~~LLC.~~5% during the fourth year.~~

The Loan will rank pari passu or senior in right of payment to all existing and future debt of Stanadyne, other than certain lease agreements. The Loan will be guaranteed by SIHC and each domestic subsidiary of Stanadyne and will be secured by a second priority lien on substantially all assets of Stanadyne and the guarantors, except that only 65% of the voting stock of controlled foreign corporations will be pledged. This collateral will be junior only to the first priority security interest of Stanadyne’s revolving lender, who must agree to certain terms in an intercreditor agreement with the Lenders.Signatures

The Loan contemplated by the Commitment Letter will also contain certain features common to loans of this nature, including:

• Customary representations, warranties and affirmative covenants;

• Customary negative covenants, including restrictions on incurrence of indebtedness and liens, investments, acquisitions, restricted payments (including improving the Stanadyne’s ability to make dividend payments to pay interest on the Holdings Bonds, including a basket equal to the sum of (a) $6.25 million plus (b) subject to a minimum of $10 million of cash plus availability under the senior secured revolving credit facility and a net leverage ratio less than 4x adjusted EBITDA, additional amounts equal to 50% of cumulative Excess Cash Flow), asset dispositions, mergers, affiliate transactions and other items;

• Quarterly financial covenants, including maximum net leverage ratio, minimum interest coverage ratio and maximum annual capital expenditures, each in amounts to be determined; and

• Customary events of default, including (subject to customary grace periods and baskets) non-payment of principal and interest, material misrepresentations, breach of covenants, cross defaults to other debt, bankruptcy, judgments and other items. Upon an event of default, the Lenders will be entitled to take various actions, including accelerating maturity of the Loan and exercising remedies against collateral.

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 thereunto duly authorized.

			Stanadyne Holdings, Inc.
			(Registrant)
Date:	February 1320, 2014	By:	/s/ Stephen S. Langin
			Stephen S. Langin
			Chief Financial Officer

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 thereunto duly authorized.

			Stanadyne Corporation
			(Registrant)
Date:	February 1320, 2014	By:	/s/ Stephen S. Langin
			Stephen S. Langin
			Vice President and Chief Financial Officer

EXHIBIT INDEX




EXHIBIT		DESCRIPTION

4.1		Convertible Subordinated Notes of Stanadyne Holdings, Inc. in the aggregate original principal amount of $6.0 million dated as of February 14, 2014 issued to affiliates of Kohlberg & Company, LLC.

Commission File Number

Exact name of registrant as specified in its charter, Principal Office Address and Telephone Number

State of Incorporation

I.R.S. Employer Identification No.

Stanadyne Holdings, Inc.
92 Deerfield Road
Windsor, CT 06095
(860) 525-0821

Stanadyne Corporation
92 Deerfield Road
Windsor, CT 06095
(860) 525-0821

Filing Compare · Stanadyne Holdings, Inc.