Attached files
| file | filename |
|---|---|
| EX-4.1 - CAPRIUS INC | e606216_ex4-1.htm |
| EX-4.2 - CAPRIUS INC | e606216_ex4-2.htm |
| EX-4.3 - CAPRIUS INC | e606216_ex4-3.htm |
| EX-3.1 - CAPRIUS INC | e606216_ex3-1.htm |
| EX-4.4 - CAPRIUS INC | e606216_ex4-4.htm |
| EX-10.1 - CAPRIUS INC | e606216_ex10-1.htm |
| EX-10.2 - CAPRIUS INC | e606216_ex10-2.htm |
| EX-10.7 - CAPRIUS INC | e606216_ex10-7.htm |
| EX-10.5 - CAPRIUS INC | e606216_ex10-5.htm |
| EX-10.6 - CAPRIUS INC | e606216_ex10-6.htm |
| EX-10.3 - CAPRIUS INC | e606216_ex10-3.htm |
| EX-10.8 - CAPRIUS INC | e606216_ex10-8.htm |
| EX-10.9 - CAPRIUS INC | e606216_ex10-9.htm |
| EX-10.4 - CAPRIUS INC | e606216_ex10-4.htm |
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) – September 16,
2009
CAPRIUS,
INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction
of
incorporation)
|
0-11914
(Commission
File
Number)
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22-2457487
(I.R.S.
Employer
Identification
No.)
|
10 Forest Avenue, Suite 220,
Paramus, NJ 07652
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code - (201)
342-0900
|
One
University Plaza, Suite 400, Hackensack, NJ 07601
|
|
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive
Agreement
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On
September 16, 2009, Caprius, Inc. (“Caprius” or us) and its subsidiaries
(collectively, the “Company”), entered into a Securities Purchase and Sale
Agreement (together with all collateral documents and promissory notes
thereunder, the “Loan Facility”) with Vintage Capital Group, LLC (“Vintage”),
whereby Vintage extended a loan facility to the Company.
Under the
Loan Facility, Vintage has advanced approximately $2.2 million in cash to the
Company, and subject to the Company fulfilling certain post-closing covenants
and the absence of any event of default, up to an additional $0.8 million may be
made available to the Company. Interest on advances under the Loan Facility
accrues at the rate of 14% per annum (subject to a default rate of 17% per annum
currently in effect, see below), payable monthly in cash or in kind, subject to
certain limitations set forth in the Loan Facility. Advances under the Loan
Facility, including any subsequent fundings, are secured by the grant to Vintage
of a first priority lien, pledge and security interest in substantially all of
the Company’s assets.
From the
proceeds of the initial funding under the Loan Facility, $53,517 was used for
repayment of an outstanding secured loan, and the balance was used for payment
of certain outstanding liabilities. In addition, fees to Vintage and
their costs related to the Loan
Facility totaled approximately $467,000. Thereafter, in accordance with the
terms of the Loan Facility, payments were made to settle certain litigation and
for securing certain technology rights (see Item 8.01 herein). It is
anticipated that future funding under the Loan Facility will be used for, among
other things, working capital for production and further marketing of the
SteriMed Systems and for the settlement of other outstanding
obligations.
In
connection with the Loan Facility, we entered into an Investment Monitoring
Agreement with Vintage providing for an Operating Committee initially composed
of Dwight Morgan and Jonathan Joels, executive officers and directors of
Caprius, and two persons selected by Vintage. The Operating Committee
was established to review budgets,
strategic planning, financial performance and similar matters, and has the right
to make recommendations to our Board of Directors.
On
January 22, 2010, as a post-closing obligation under the Loan Facility, the
Company issued a warrant to Vintage (the “Vintage Warrant”) to purchase 40% of
our common stock, $.01 par value (“Common Stock”), on a fully diluted basis at
an exercise price of $0.01 per share for a term of seven years. Based
upon our present capitalization, the Vintage Warrant would be exercisable into
25,602,333 shares of Common Stock. In addition, Vintage received
certain rights to register under the Securities Act of 1933, as amended, the
shares underlying the Vintage Warrant, pursuant to a Registration Rights
Agreement. Further, we granted Vintage certain preemptive rights and
observer rights for meetings of our Board of Directors pursuant to an Equity
Rights Agreement. In order to accommodate the Common Shares
underlying the Vintage Warrant, we amended
our Certificate of Incorporation to increase the number of shares of
authorized Common Stock to 250,000,000
shares (see Item 5.03 herein).
As a
condition to the Loan Facility, holders of more than a majority of the
outstanding shares of each class of our outstanding preferred stock waived the
anti-dilution provisions covering the shares of preferred stock with respect to
the issuance of the Vintage Warrant and the underlying shares of Common Stock,
and holders of more than a majority of our outstanding voting securities
approved the increase in the number of authorized shares of our Common
Stock.
2
Under the
terms of the Loan Facility, the Company is required to undertake a number of
post-closing conditions within certain
specified timeframes. Vintage has given
notice that we are in default for not completing certain of these post-closing matters within the time periods specified in the Loan Facility, but may at its discretion make future advances under
the Loan Facility that would not operate as a waiver of any of its
remedies. The Company has completed some of those post-closing
matters and is working to complete the balance of those covenants which are
curable. The interest rate on the Loan Facility has been increased to the default
rate of 17% until such time as all defaults are
cured or waived. Vintage, under the terms of the Loan Facility, is not
obligated to fund the Company until such time as the defaults have been cured or waived.
For more
complete information regarding the terms and conditions of the Loan Facility,
the Vintage Warrant and the other Agreements summarized above, reference is made
to the exhibits to this report.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
October 16, 2009, we entered into an Employment Agreement (the “Morgan
Agreement”) with Dwight Morgan, our Chairman of the Board, Chief Executive
Officer and President, for a term ending October 31, 2010, subject to one-year
renewals. The Morgan Agreement
includes, in addition to the continuation of Mr. Morgan’s base salary at the current level of
$250,000, a provision for an annual bonus as determined by the Compensation
Committee, severance provisions, and non-competition provisions. For
more complete information regarding the terms and conditions of the Morgan
Agreement, reference is made to the copy thereof which is filed as an exhibit to
this report.
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Item
5.03
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Amendments
to Articles of Incorporation or By-Laws; Change in Fiscal
Year
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(a)
Effective as of December 15, 2009, we increased our authorized shares of Common
Stock to 250,000,000 shares from 50,000,000 shares, upon the filing of a
Certificate of Amendment to Certificate of Incorporation with the Secretary of
State of Delaware. The number of authorized
shares of preferred stock was not
changed.
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Item 8.01
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Other
Events
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Effective
on October 19, 2009, we settled the
litigation which had been instituted by Andre Sassoon and Andre Sassoon
International, Inc. (collectively, “Sassoon”)
against Caprius, its subsidiary, MCM Environmental Technologies, Inc.
(“MCM-US”) and George Aaron, an executive officer, by paying Sassoon approximately $180,000, of which a portion of this settlement was provided by our
insurance carrier, and entering into mutual general releases and stipulations of
discontinuance with prejudice. In addition, in connection with the settlement,
we received all previously outstanding common
stock of MCM-US owned by third parties,
which had been pledged to Sassoon under a previous shareholder
agreement. As a result, we now own 100% of the equity of MCM-US. For more
complete information regarding the terms and conditions of the Sassoon
settlement agreement, reference is made to the copy thereof which is filed as an
exhibit to this report.
On
November 30, 2009, the Office of the Chief Scientist (“OCS”) in Israel approved
the request of our Israeli subsidiary MCM Environmental Technologies Ltd.
(“MCM-Israel”) to transfer its technology rights to MCM-US upon repayment to the OCS of approximately $240,000,
representing the balance of an OCS grant. The OCS
grant had been to assist MCM-Israel in the development of certain
technology related to our SteriMed System.
3
Notwithstanding the Company securing
the above referenced Loan Facility with Vintage, given all of the issues that
the Company still needs to resolve, there is no assurance that Caprius will be
able to meet its future obligations or that it will be able to cure its defaults
with Vintage, resume production and still be competitive in its
business.
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Item
9.01
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Financial Statements
and Exhibits
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Exhibit
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3.1
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Certificate
of Amendment to Certificate of Incorporation, filed December 15,
2009.
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4.1
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Warrant
Purchase Agreement, dated as of January 22, 2010, between Caprius, Inc.
(“Caprius”) and Vintage Capital Group, LLC
(“Vintage”).
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4.2
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Warrant,
dated January 22, 2010, issued by Caprius to
Vintage.
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4.3
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Registration
Rights Agreement, dated as of January 22, 2010, between Caprius and
Vintage.
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4.4
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Equity
Rights Agreement, dated as of January 22, 2010, between Caprius and
Vintage.
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10.1
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Securities
Purchase and Sale Agreement, dated as of September 16, 2009, by and among
Caprius, M.C.M. Environmental Technologies, Inc. (“MCM-US”), M.C.M.
Environmental Technologies Ltd. (“MCM-Israel”) and Vintage (without
schedules).
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10.2
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Senior
Secured Promissory Note, dated as of September 16, 2009, by and among
Caprius, MCM-US, MCM-Israel and
Vintage.
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10.3
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Security
Agreement, dated as of September 16, 2009, by and among Caprius, MCM-US,
MCM-Israel and Vintage (with
Annexes).
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10.4
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Pledge
Agreement, dated as of September 16, 2009, by and among Caprius, MCM-US,
MCM-Israel and Vintage (with
Schedules).
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10.5
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‘391
Patent Security Agreement, dated as of September 16, 2009, by and among
Caprius, MCM-US, MCM-Israel and
Vintage.
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10.6
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‘654
Patent Security Agreement, dated as of December 16, 2009, by and among
Caprius, MCM-US, MCM-Israel and
Vintage.
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10.7
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Investment
Monitoring Agreement, dated as of September 16, 2009, by and between
Caprius and Vintage.
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10.8
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Employment
Agreement, dated as of October 16, 2009, between Caprius and Dwight
Morgan.
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10.9
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Release
and Settlement Agreement, dated as of June 22, 2009, between and among
Andre Sassoon, Andre Sassoon International, Inc., Caprius, MCM-US and
George Aaron.
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4
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 thereunto
duly authorized.
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CAPRIUS,
INC.
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/s/Jonathan Joels
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Jonathan
Joels, Treasurer and CFO
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Dated:
January 28, 2010
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