Attached files
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| EX-4.1 - National Investment Managers Inc. | v181432_ex4-1.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): April 12, 2010
NATIONAL
INVESTMENT MANAGERS INC.
(Exact
name of registrant as specified in its charter)
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Florida
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333-160488
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59-2091510
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(State
of Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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(Address
of principal executive offices) (zip code)
614-923-8822
(Registrant's
telephone number, including area code)
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite #206
Rockville
Centre, New York 11570
Telephone:
(516) 833-5034
Fax:
(516) 977-1209
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant
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On April
12, 2010, National Investment Managers Inc. (the “Company”) entered into a
Letter Agreement with Woodside Capital Partners IV, LLC, Woodside Capital
Partners IV QP, LLC, Woodside Capital Partners V, LLC, as assignee of Lehman
Brothers Commercial Bank, Woodside Capital Partners V QP, LLC
(collectively, the “Subordinated Senior Lenders”), as assignee of Lehman
Brothers Commercial Bank and Woodside Agency Services, LLC pursuant to which the
Subordinated Senior Lenders agreed to provide an additional loan to the Company
in the aggregate amount of $500,000 for short term working capital purposes (the
“Woodside Short Term Loan”). The full principal amount of the
Woodside Short Term Loan is due on May 15, 2010. The Woodside
Short Term Loan bears interest at the rate of 12%
per annum. However, if the Woodside Short Term Loan is not
repaid by the maturity date, then the interest rate shall be increased to 18%
per annum.
As of the
date hereof, the Company is obligated on the Woodside Short Term
Loan. The Woodside Short Term Loan is a debt obligation arising other
than in the ordinary course of business, which constitutes a direct financial
obligation of the Company.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached as
an exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of businesses acquired
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Not
applicable
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(b)
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Pro
forma financial information
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Not
applicable
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(c)
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Shell
company transactions
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Not
applicable
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(d)
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Exhibits
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Exhibit No.
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Description of Exhibit
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4.1
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Letter
Agreement by and between National Investment Managers Inc., Woodside
Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside
Capital Partners V, LLC, as assignee of Lehman Brothers Commercial
Bank, Woodside Capital Partners V QP, LLC, as assignee of Lehman
Brothers Commercial Bank and Woodside Agency Services, LLC dated April 12,
2010.
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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.
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National
Investment Managers Inc.
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By:
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/s/ Steven J. Ross
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Name:
Steven J. Ross
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Title:
Chief Executive
Officer
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Date:
April 16, 2010