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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): July 27, 2010
DATARAM CORPORATION
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(Exact name of registrant as specified in charter)
New Jersey 1-8266 22-18314-09
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State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
Route 571, P. O. Box 7258, Princeton, NJ 08543-7528
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
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(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:
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation.
On July 27, 2010, the Company entered into a Loan and Security
Agreement (the "Agreement") with Crestmark Capital Lending LLC
("Crestmark"), which provides for up to a $5,000,000 revolving credit
facility to the Company. The credit line is secured by a security interest
in all of the Company's assets. Advances under the facility are limited to
80% of eligible accounts receivable, as more specifically defined in the
Agreement. The Agreement does not have a fixed term. Crestmark may demand
immediate repayment of all loans at any time, provided that if the Company
is not in default under the Agreement it has ninety days to repay the
amounts demanded. The Agreement provides for Prime Rate loans at an
interest rate equal to the Prime Rate plus two percent, subject to a
minimum interest rate of five and one quarter percent; interest is payable
monthly. The Company is required to pay a monthly maintenance fee equal to
six-tenths of one percent (0.6%) of the monthly average principal balance
of any borrowings under the facility in the prior month. The Agreement
contains certain restrictive covenants, specifically a minimum tangible net
worth covenant and certain other covenants, as more specifically defined in
the Agreement. The Agreement also provides Crestmark with remedies upon
the occurrence of an event of default.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Exhibits.
10(a) Loan and Security Agreement, dated as of July 27, 2010, between
Crestmark Capital Lending LLC and Dataram Corporation.
10(b) Schedule to Loan and Security Agreement, dated as of July 27, 2010,
between Crestmark Capital Lending LLC and Dataram Corporation.
10(c) Promissory Note, dated as of July 27, 2010, from Dataram Corporation
to Crestmark Capital Lending LLC.
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.
DATARAM CORPORATION
By: MARK MADDOCKS
Date: July 28, 2010 /s/ Mark Maddocks
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Mark Maddocks, Vice President-Finance
and Chief Financial Officer