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
February 27, 2009
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Minnesota
|
|
0-23837
|
|
41-1356149 |
|
|
|
|
|
|
| (State of Incorporation)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
9924 West 74th Street
Eden Prairie, Minnesota
|
|
55344 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(952) 829-2700
(Registrant’s Telephone Number, 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):
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 February 27, 2009, SurModics, Inc. (the “Company”) entered into a Credit Agreement (the
“Credit Agreement”) with Wells Fargo Bank, N.A., as sole lead arranger and administrative agent for
the lenders party thereto. The Credit Agreement is a $25 million two year unsecured revolving
credit facility of which up to $10 million may be used for issuing letters of credit.
Interest under the Credit Agreement accrues at a rate per annum equal to, in the case of
advances maintained as LIBOR rate advances, the LIBOR Rate (as defined in the Credit Agreement)
plus a margin ranging from 1.50% to 2.00%, and in the case of floating rate advances, the Floating
Rate (as defined in the Credit Agreement) plus a margin ranging from 1.50% to 2.00%. A facility
fee is payable on unused commitments at a rate ranging from .25% to .50% per annum. The interest
rate margins and facility fee are determined based on the Company’s ratio of debt to EBITDA.
The Credit Agreement contains affirmative and negative covenants customary for a transaction
of this type which, among other things, require the Company to meet certain financial tests,
including minimum net income, a minimum quick ratio and a maximum debt to EBITDA ratio. The Credit
Agreement also contains covenants which, among other things, limit the Company’s ability to: incur
additional debt; make certain investments; create or permit certain liens; create or permit
restrictions on the ability of subsidiaries to pay dividends or make other distributions; enter
into transactions with affiliates; engage in certain business activities; consolidate or merge; and
engage in other activities customarily restricted in such agreements.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to
the Credit Agreement, which is attached hereto as Exhibit 10.1 and is 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 information required by this item is included in Item 1.01 of this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 10.1 |
|
Credit Agreement dated as of February 27, 2009, by and between SurModics, Inc. and Wells
Fargo Bank, National Association, as Sole Lead Arranger and Administrative Agent. |
| |
| 99.1 |
|
Press Release dated March 4, 2009. |