Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - VERITEQ | c05643exv10w2.htm |
EX-10.5 - EXHIBIT 10.5 - VERITEQ | c05643exv10w5.htm |
EX-10.3 - EXHIBIT 10.3 - VERITEQ | c05643exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - VERITEQ | c05643exv10w1.htm |
EX-10.6 - EXHIBIT 10.6 - VERITEQ | c05643exv10w6.htm |
EX-10.9 - EXHIBIT 10.9 - VERITEQ | c05643exv10w9.htm |
EX-10.8 - EXHIBIT 10.8 - VERITEQ | c05643exv10w8.htm |
EX-99.1 - EXHIBIT 99.1 - VERITEQ | c05643exv99w1.htm |
EX-10.4 - EXHIBIT 10.4 - VERITEQ | c05643exv10w4.htm |
EX-10.7 - EXHIBIT 10.7 - VERITEQ | c05643exv10w7.htm |
EX-10.12 - EXHIBIT 10.12 - VERITEQ | c05643exv10w12.htm |
EX-10.10 - EXHIBIT 10.10 - VERITEQ | c05643exv10w10.htm |
EX-10.11 - EXHIBIT 10.11 - VERITEQ | c05643exv10w11.htm |
EX-10.14 - EXHIBIT 10.14 - VERITEQ | c05643exv10w14.htm |
EX-10.13 - EXHIBIT 10.13 - VERITEQ | c05643exv10w13.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2010
DIGITAL ANGEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 0-26020 | 43-1641533 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
490 VILLAUME AVENUE SOUTH SAINT PAUL, MINNESOTA |
55075 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 651-455-1621
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 31, 2010, Destron Fearing Corporation (Destron Fearing), a wholly-owned subsidiary of
Digital Angel Corporation (the Company), entered into a $4.0 million revolving credit facility
with TCI Business Capital, Inc. (TCI) pursuant to the Credit and Security Agreement dated August
31, 2010 (the Agreement).
Under the terms of the Agreement, Destron Fearing may borrow, from time to time, up to an aggregate
of the lesser of: (i) 90% of eligible account receivables, based on dilution of less than 4%, plus
25% of eligible inventory capped at $500,000, as may be adjusted for reserves, or (ii) $4.0 million
(the Revolving Facility). The Revolving Facility accrues interest at an annual rate equal to the
prime rate as announced by Bank of America plus 8.0% (Floating Rate). Upon default or early
termination, the annual interest rate increases to the Floating Rate plus 4%. The Revolving
Facility matures on August 31, 2012, but can be terminated early by Destron Fearing upon payment of
a termination fee or TCI in accordance with the terms of the Agreement. Destron Fearing is subject
to certain financial and non-financial covenants under the Agreement.
To secure Destron Fearings obligations under the Revolving Facility, (a) Destron Fearing and its
wholly-owned subsidiaries GT Acquisition Sub, Inc. and Digital Angel Technology Corporation have
granted TCI security interests in their ownership interests (including stocks and membership
interests) of their subsidiaries, excluding the stock of all foreign subsidiaries; and (b) the
Company, Destron Fearing and its wholly-owned subsidiaries Digital Angel Technology Corporation,
Fearing Manufacturing Co., Inc. and GT Acquisition Sub, Inc. have granted TCI security interests in
certain intellectual property.
In addition, (i) the Company, (ii) Destron Fearings wholly-owned subsidiaries Digital Angel
Technology Corporation, Fearing Manufacturing Co., Inc., Digital Angel International, Inc., Timely
Technology Corp., and GT Acquisition Sub, Inc., and (iii) C-Scan, LLC, a wholly-owned subsidiary of
GT Acquisitions Sub, Inc., collectively and individually have guaranteed the Revolving Facility.
The Revolving Facility replaces the $6.0 million revolving facility with Kallina Corporation which
matured on August 31, 2010.
The foregoing description of the Agreement and related transaction documents do not purport to be
complete and is qualified in its entirety by reference to the complete text of the transaction
documents, copies of which are filed as Exhibits 10.1 through 10.14 to this Current Report on Form
8-K and is incorporated herein by reference.
On September 1, 2010, the Company issued a press release regarding the Revolving Facility. A copy
of the press release is attached hereto as Exhibit 99.1, which is being furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section. The information in Exhibit 99.1 shall not
be incorporated by reference into any filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a
filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On August 31, 2010, in connection with the Revolving Facility described above under Item 1.01, the
Company entered into a Guaranty to guaranty the repayment of the Revolving Facility and any other
indebtedness owed, now or in the future, by Destron Fearing to TCI. The other information set forth
in Item 1.01 is incorporated by reference herein.
Exhibit 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||
99.1 | Press Release of the Company dated September 1, 2010 |
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10.1 | Credit and Security Agreement dated August 31, 2010 between Destron
Fearing Corporation and TCI Business Capital, Inc. |
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10.2 | Revolving Note dated August 31, 2010 between Destron Fearing Corporation
and TCI Business Capital, Inc. |
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10.3 | Pledge Agreement dated August 31, 2010 between Destron Fearing
Corporation and TCI Business Capital, Inc. |
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10.4 | Pledge Agreement dated August 31, 2010 between Digital Angel Technology
Corporation and TCI Business Capital, Inc. |
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10.5 | Membership Interest Pledge Agreement dated August 31, 2010 between GT
Acquisition Sub, Inc. and TCI Business Capital, Inc. |
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10.6 | Guaranty dated August 31, 2010 between Digital Angel Technology
Corporation and TCI Business Capital, Inc. |
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10.7 | Guaranty dated August 31, 2010 between Fearing Manufacturing Co., Inc.
and TCI Business Capital, Inc. |
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10.8 | Guaranty dated August 31, 2010 between Digital Angel International, Inc.
and TCI Business Capital, Inc. |
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10.9 | Guaranty dated August 31, 2010 between Timely Technology Corp. and TCI
Business Capital, Inc. |
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10.10 | Guaranty dated August 31, 2010 between GT Acquisition Sub, Inc. and TCI
Business Capital, Inc. |
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10.11 | Guaranty dated August 31, 2010 between C-Scan, LLC and TCI Business
Capital, Inc. |
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10.12 | Guaranty dated August 31, 2010 between Digital Angel Corporation and TCI
Business Capital, Inc. |
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10.13 | Intellectual Property Security Agreement dated August 31, 2010 between
Destron Fearing Corporation, Digital Angel Corporation, Digital Angel Technology
Corporation, Fearing Manufacturing Co., Inc., GT Acquisition Sub, Inc. and TCI
Business Capital, Inc. |
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10.14 | Validity
Guaranty Agreement dated August 31, 2010 between Jason Prescott and TCI Business Capital, Inc. |
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.
DIGITAL ANGEL CORPORATION | ||||||
Date: September 2, 2010 |
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By: | /s/ Jason G. Prescott
|
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Title: Chief Financial Officer |