Attached files
| file | filename |
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| EX-99.1 - CHEM RX CORP | v184590_ex99-1.htm |
UNITED
STATES
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
May 10,
2010
Date of
Report – (Date of earliest event reported)
CHEM
RX CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-51518
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20-2938469
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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750
Park Place
Long
Beach, New York 11561
(Address
of principal executive office, including zip code)
(516)
889-8770
(Registrant’s
telephone number)
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
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
1.03 – Bankruptcy or Receivership.
On May
11, 2010, Chem Rx Corporation (“Chem Rx”) and its direct and indirect
subsidiaries B.J.K. Inc., ChemRx New Jersey, LLC, ChemRx/Salerno’s, LLC,
ChemRx-Boca Raton, LLC and ChemRx Care, LLC (collectively with Chem Rx, the
“Debtors”) filed voluntary petitions for relief under chapter 11 of the United
States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”) (Case Nos 10-11567
through 10-11572). The Debtors continue to operate their business as
“debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of
the Bankruptcy Court.
Item
2.04 – Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On May
10, 2010, the administrative agent under Chem Rx’s First Lien Credit and
Guaranty Agreement, dated as of October 26, 2007 (as amended, supplemented,
restated or otherwise modified through the date hereof, the “Credit Agreement”),
delivered to Chem Rx a notice of acceleration which under the terms of the
Credit Agreement (a) terminated the commitments thereunder, and (b) made the
entire principal amount of the loans outstanding, together with accrued interest
thereon and all fees and other obligations accrued under the Credit Agreement
and certain other loan documents, equal to an alleged aggregate of approximately
$103,000,000, immediately due and payable.
The
ability of the creditors of the Debtors to exercise remedies to enforce their
rights against the Debtors under the debt instruments and other agreements
described above is automatically stayed as a result of the filing of the
Debtors’ chapter 11 cases, and the creditors’ rights of enforcement are subject
to the applicable provisions of the Bankruptcy Code.
Item
8.01 – Other Events.
On May
11, 2010, Chem Rx issued a press release describing the Debtors’ chapter 11
filing. The press release is incorporated as Exhibit 99.1.
Item
9.01 – Financial Statements and Exhibits.
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Number
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Description
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99.1
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Press
Release dated May 11, 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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CHEM
RX CORPORATION
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Dated:
May 12, 2010
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By:
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/s/
Gary M. Jacobs
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Name:
Gary M. Jacobs
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Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Number
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Description
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99.1
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Press
Release dated May 11, 2010
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