Attached files
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 reported): October 14, 2009
Midas
Medici Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | 000-52621 | 37-1532843 |
|
(State or other
jurisdiction
of
incorporation)
|
Commission
file
number
|
(IRS Employer
Identification
No.)
|
445 Park
Avenue, 20th
Floor, New York, New York 10222
Registrant’s
telephone number, including area code (212)
792-0921
Copies
to:
Thomas
Rose, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32 nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
(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):
/_/
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 Material Definitive
Agreement
On
October 14, 2009, Midas Medici Group Holdings, Inc. (“Midas Medici”) and its
wholly owned subsidiary, UtiliPoint International, Inc. (“UtiliPoint” and
collectively, the “Company”), entered into a Revolving Loan Agreement with
Proficio Bank (the “Loan Agreement”). Pursuant to the terms of the Loan
Agreement, the Lender agreed to loan up to $500,000 (the “Loan”) to the Company
which amounts will be evidenced by a Senior Secured Revolving Promissory
Note.
The Loan
matures on October 14, 2010, unless earlier accelerated upon the occurrence of
an event of default, as such term is defined in the Loan Agreement. Interest on
the Loan is payable monthly in arrears commencing on November 1, 2009, at a rate
which is equal to the published Wall Street Journal prime rate plus 2.5%, or a
minimum of 6.5%. In the event of default, as such term is defined in
the Loan Agreement, the interest rate shall bear additional interest of
3%. Pursuant to the terms of the Loan Agreement, events of default
include: (i) failure by the Company to make any payments due under the Loan
within 10 days of the due date, (ii) the Company’s failure to make any required
payments on any material obligation for money borrowed or the Company’s failure
to pay its debts as they become due, unless the debts are the subject of a
bonafide dispute; (iii) default under the security agreement or any other
agreement executed in favor of Proficio; (iv) breach of any
representation or warranty by the Company under the Loan Agreement; (v) failure
to perform or observe any covenants under the Agreement, which failure continues
for 10 days after written notice from Proficio; (vi) the Company’s assignment
for the benefit of its creditors, or taking action with respect to the
appointment of a receive or custodian for the Company or a substantial part of
its business or the filing of any proceeding under any bankruptcy or similar law
or if any such petition or proceeding has been commenced against the Company,
such petition is not dismissed within 60 days; (vii) the Company concealing or
removing any of its assets with the intent to defraud its creditors or making a
fraudulent transfer or while insolvent, permitting a creditor to
obtain a lien on its property, which is not vacated within 30 days.
The Loan
is secured by all property of the Company, including, all accounts, inventory,
furniture, fixtures, equipment leasehold improvements, chattel pager and general
intangibles of the Company and all proceeds thereof.
In
connection with the Loan Agreement, the Company paid an origination fee of 2% or
$10,000. The proceeds of the Loan are to be utilized solely for working capital
purposes. At the closing of the Loan Agreement, the Company issued a
senior secured revolving promissory note to Proficio Bank in the amount of
$150,000.
In
connection with the Loan, in addition to the Loan Agreement, the Company entered
into a Security Agreement with Proficio and the holders of the senior
subordinate debentures issued by Utilipoint entered into a Subordination and
Standstill Agreement. In addition, Knox Lawrence International, LLC
(“KLI”) issued a comfort letter to Proficio Bank. Nana Baffour, the
CEO and Co-Executive Chairman of Midas Medici and Johnson Kachidza, the
President and Co-Executive Chairman of Midas Medici are key shareholders of
KLI.
The
foregoing summaries of the terms of the Loan Agreement and the related
agreements executed in connection therewith, are subject to, and qualified in
their entirety by such documents attached hereto as Exhibits 10.1 through 10.5,
and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit
Number
|
Description
|
|
| 10.1 | Revolving Loan Agreement among Midas Medici Group Holdings, Inc., UtiliPoint International, Inc. and Proficio Bank. | |
| 10.2 | Form of Secured Revolving Promissory Note | |
| 10.3 | Security Agreement among Midas Medici Group Holdings, Inc., UtiliPoint International, Inc. and Proficio Bank. | |
| 10.4 | Subordination and Standstill Agreement among, Bruce R. Robinson Trust under agreement dated March 27, 2006, Jon Brock, Robert C. Bellemare, and Knox Lawrence International, LLC | |
| 10.5 | Comfort Letter by Knox Lawrence International, LLC |
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.
| Midas Medici Group Holdings, Inc. | |||
|
Date:
October 20, 2009
|
By:
|
/s/ Nana Baffour | |
| Name: Nana Baffour | |||
| Title: CEO and Co-Executive Chairman | |||
Index to
Exhibits
|
Exhibit
Number
|
Description
|
|
| 10.1 | Revolving Loan Agreement among Midas Medici Group Holdings, Inc., UtiliPoint International, Inc. and Proficio Bank. | |
| 10.2 | Form of Secured Revolving Promissory Note | |
| 10.3 | Security Agreement among Midas Medici Group Holdings, Inc., UtiliPoint International, Inc. and Proficio Bank. | |
| 10.4 | Subordination and Standstill Agreement among, Bruce R. Robinson Trust under agreement dated March 27, 2006, Jon Brock, Robert C. Bellemare, and Knox Lawrence International, LLC | |
| 10.5 | Comfort Letter by Knox Lawrence International, LLC |