================================================================================
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): August 17, 2005
ROCKWELL MEDICAL TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Michigan 000-230-661 38-3317208
------------------------------ ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
30142 Wixom Road, Michigan 48334
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 960-9009
Not applicable
-------------------------------------------------------------
(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 (17CFR 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 A MATERIAL DEFINITIVE AGREEMENT.
On August 17, 2005, Rockwell Medical Technologies, Inc. ("Rockwell"),
entered into a Second Amendment to Industrial Lease Agreement (the "Amendment")
with DCT DFW, LP (the "Landlord"). There is no material relationship between
Rockwell and the Landlord , other than in respect of the lease agreement and the
Amendment.
The Amendment extends the term of the lease of Rockwell's Grapevine,
Texas plant through August 31, 2010, provides for an option for Rockwell to
extent the term of the lease for one additional period of five years. In
addition the Amendment establishes to the base rent during the extended term.
From August 28, 2005 through August 31, 2007, inclusive, monthly installments of
base rent will be $12,991.22. From September 1, 2007 through August 31, 2010,
inclusive, monthly installments of base rent will be $13,630.13. In addition to
base rent, Rockwell is also required to pay various expenses related to the
leased premises.
The foregoing description is qualified in its entirety by reference to
the Second Amendment to Industrial Lease Agreement, a copy of which is filed
herewith as Exhibits 99.1 is hereby 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.
Rockwell became obligated under the Amendment on August 17, 2005, the
date it executed the Amendment. The information described above under "Item 1.01
Entry into a Material Definitive Agreement" is hereby incorporated herein by
reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
The information described above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are furnished with this Form 8-K:
Exhibit Description
------- ---------------------------------------------------------
99.1 Second Amendment to Industrial Lease Agreement between
Rockwell Medical Technologies, Inc. and DCT DFW, LP
dated August 17, 2005.
2
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.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
Date: August 19, 2005 By: /s/ Thomas E. Klema
-------------------------------
Thomas E. Klema
Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Description
------- -------------------------------------------------------------------
99.1 Second Amendment to Industrial Lease Agreement between Rockwell
Medical Technologies, Inc. and DCT DFW, LP dated August 17, 2005.
4