wa.htm
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)
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
file number
0-11625
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DELAWARE
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04-2793022
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(State
or Other Jurisdiction of Incorporation or Organization)
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30
Ossippe Road, Newton, MA
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02464
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617)
969-5452
(Registrant's
Telephone No., including Area Code)
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))
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
October 23, 2009, Microfluidics International Corporation. (the “Company”) and its wholly-owned
subsidiary Microfluidics Corporation. (collectively, the “Borrowers”), obtained a
secured $1 million revolving line of credit (the “Revolving Credit Facility”)
pursuant to a Loan Agreement (the “Agreement”) with Webster Bank,
National Association, as lender (the “Lender”).
The
Revolving Credit Facility is for an initial twelve month period. The
actual amount of credit that is available from time to time under the Revolving
Credit Facility is limited to a borrowing base amount that is determined
according to, among other things, a percentage of the value of eligible accounts
receivables. The Revolving Credit Facility contains customary
representations and warranties and restrictive covenants relating
to matters, such as indebtedness, liens, investments, acquisitions,
mergers, dispositions and dividends. The Revolving Credit Facility
also has two financial covenants that require the Borrowers to maintain a
senior debt to twelve month trailing EBITDA of 2:1, with the initial twelve
month trailing EBITDA for the second, third and fourth quarters of 2009 being
annualized, and requires the Borrowers to maintain $500,000 of
available cash or excess availability under the Revolving Credit
Facility. The proceeds of any borrowings under the revolving credit
facility are available for working capital and other general corporate
purposes.
Borrowings
under the Revolving Credit Facility will generally accrue interest at a margin
of 5.50% over the London Interbank Offered Rate (“LIBOR”). The
obligations of Microfluidics and its wholly owned subsidiary under the Revolving
Credit Facility are secured by a lien on substantially all of the personal
property of Microfluidics and its wholly owned subsidiary pursuant to the terms
of a security agreement (the “Security
Agreement”). The Agreement generally contains customary events
of default for credit facilities of this type. Upon an event of
default that is not cured or waived within any applicable cure periods, in
addition to other remedies that may be available to the Lender, the obligations
under the Agreement may be accelerated and remedies may be exercised against the
collateral.
In
connection with the closing of the Revolving Credit Facility, the Company
amended its Debenture and Warrant Purchase Agreement and related transactional
documents with Global Strategic Partners, LLC (“Global Strategic Partners”) to
permit the Revolving Credit Facility under the transaction documents and provide
for certain other covenants, including an cross default provision with the
Revolving Credit Facility (the “Amendment to Transaction
Documents”).
The full
text of the Agreement, the Security Agreement, and the Amendment to Transaction
Documents are attached as Exhibit 10.1, 10.2, and 10.3, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
description of the Agreement, the Security Agreement, and the Amendment to
Transaction described above under Item 1.01 is incorporated by reference to this
Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are being filed herewith:
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10.1
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Loan
Agreement dated October 23, 2009 by and among Microfluidics International
Corporation and Microfluidics Corporation, as Borrowers, and Webster Bank,
National Association, as Lender. (Filed
herewith)
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10.2
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Security
Agreement dated October 23, 2009 by and among Microfluidics International
Corporation and Microfluidics Corporation and Webster Bank, National
Association. (Filed herewith)
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10.3
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Amendment
to Transaction Documents by and among Microfluidics International
Corporation, Microfluidics Corporation and Global Strategic Partners, LLC.
dated October 23, 2009 (Filed
herewith)
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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, thereunto duly
authorized.
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Registrant)
October 26,
2009
By: /s/ Peter
Byczko
Peter Byczko
Vice
President and Finance, Chief Accounting Officer
EXHIBIT
INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1
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Loan
Agreement dated October 23, 2009 by and among Microfluidics International
Corporation and Microfluidics Corporation, as Borrowers, and Webster Bank,
National Association, as Lender. (Filed
herewith)
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10.2
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Security
Agreement dated October 23, 2009 by and among Microfluidics International
Corporation and Microfluidics Corporation and Webster Bank, National
Association. (Filed herewith)
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10.3
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Amendment
to Transaction Documents by and among Microfluidics International
Corporation, Microfluidics Corporation and Global Strategic Partners, LLC.
dated October 23, 2009 (Filed
herewith)
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