Attached files
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| EX-10.01 - DERMA SCIENCES, INC. | v175816_ex10-01.htm |
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): February 26, 2010
Derma
Sciences, Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-31070
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23-2328753
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
|
identification
number)
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214
Carnegie Center, Suite 300
Princeton,
NJ 08540
(609)
514-4744
(Address
including zip code and telephone
number,
of principal executive offices)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03.
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Creation
of a Direct Financial Obligation
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On
November 8, 2007 the Registrant entered into a five year credit and security
agreement comprising a term loan and a revolving loan (the “Agreement”) with
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services,
Inc., for a maximum principal amount of $14.0 million. The term and
revolving loans (collectively, the “Loan”) are described in the Registrant’s
current report on Form 8-K filed November 15, 2007.
Effective
March 28, 2008, the Registrant and GE Business Financial Services Inc. (the
“Lender”), successor to Merrill Lynch Business Financial Services, Inc., amended
the Agreement in the manner described in the Registrant’s current report on Form
8-K filed April 2, 2008. Effective August 13, 2008, the Registrant
and the Lender amended the Agreement in the manner described in the Registrant’s
current report on Form 8-K filed August 19, 2008. Effective March 31,
2009, the Registrant and the Lender amended the Agreement in the manner
described in the Registrant’s current report on Form 8-K filed April 6,
2009. Effective February 26, 2010, the Registrant and the Lender
amended the Agreement (the “Fourth Amendment”) for the reasons and in the manner
described below:
The
Agreement generally provides that no purchases or payments outside of the
ordinary course of business may be made without consent of the
Lender. The Lender has consented, by means of the Fourth Amendment,
to the Registrant’s application of proceeds from the Registrant’s follow-on
public offering (see the Registrant’s Form 8-K filed February 22, 2010) as
follows:
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(a)
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Repayment
of the entire amount outstanding ($3,317,274.30) under the term loan
portion of the Agreement; and
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(b)
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Expenditure
of $2,250,000 toward the purchase of world-wide rights to Medihoney™ from
Comvita New Zealand Limited.
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A
condition of the Fourth Amendment is the Registrant’s payment of the balance of
the proceeds from its follow-on public offering ($1,382,725.70) toward the
balance due under the revolving loan portion of the Agreement.
The
foregoing description of the Fourth Amendment is qualified in its entirety by
reference to the Fourth Amendment a copy of which is attached hereto as Exhibit
10.01.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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10.01
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Fourth
Amendment to Credit and Security
Agreement
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2
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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DERMA
SCIENCES, INC.
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By:
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/s/ John E.
Yetter
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John
E. Yetter, CPA
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Vice
President and Chief Financial
Officer
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Date: February
26, 2010
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