Attached files
| file | filename |
|---|---|
| EX-10.1 - RELIV INTERNATIONAL INC | v204651_ex10-1.htm |
| EX-10.2 - RELIV INTERNATIONAL INC | v204651_ex10-2.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
Date of
Report (Date of earliest event reported): November 30,
2010
RELIV’
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
000-19932
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37-1172197
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
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136
Chesterfield Industrial Boulevard
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Chesterfield,
Missouri 63005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (636) 537-9715
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 (17 CFR
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))
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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 November 30, 2010, the Registrant
entered into a term loan with M&I Marshall and Ilsley Bank (the “Bank”) in
the principal amount of $3.656 million. The loan was renegotiated
from a loan that originated with the Bank on June 29, 2009. The term
of the loan is for a period of three years with interest accruing on the
outstanding principal balance at a floating interest rate based on the 30-day
LIBOR plus 2.0%. Monthly principal and interest payments are based on
approximately a nine-year amortization. The aggregate outstanding
balance of principal and interest is due and payable on November 30,
2013.
The Registrant also renewed a revolving
credit facility for $5 million with the Bank. The credit facility
accrues interest on the outstanding principal balance at a floating interest
rate based on 30-day LIBOR plus 1.85% and has a maturity date of September 30,
2011. As of this date, there are no outstanding borrowings on the
revolving credit facility.
The terms of the term loan and
revolving credit facility are reflected in separate promissory notes dated
November 30, 2010 between the Registrant and the Bank. A separate
letter agreement dated June 29, 2009 stating the financial covenants related to
the term loan and revolving credit facility continues in effect.
Under the
terms of the letter agreement, the Registrant has agreed to financial covenants
under which the Registrant will (i) maintain at all times a tangible net worth
of not less than $10 million and (ii) maintain at all times a ratio of Total
Funded Debt to EBITDA of not greater than 2.5 to 1. The term loan and
revolving credit facility are secured by all tangible and intangible assets of
the Registrant and also by a mortgage on the Registrant’s building and real
estate located in Chesterfield, Missouri.
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Item
9.01
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Financial
Statements And Exhibits.
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(c)
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Exhibits.
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The
exhibits to this Current Report are listed in the Exhibit Index set forth
elsewhere herein.
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.
| RELIV’ INTERNATIONAL, INC. | |||
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Date:
December 6, 2010
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By:
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/s/ Steven D. Albright
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Steven
D. Albright
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|||
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Chief
Financial Officer
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2
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Promissory
Note (Term Loan) dated November 30, 2010 by the Registrant in favor of
M&I Marshall and Ilsley Bank.
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|
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10.2
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Promissory
Note (Revolving Credit Facility) dated November 30, 2010 by the Registrant
in favor of M&I Marshall and Ilsley Bank.
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10.3
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Letter
Agreement dated June 29, 2009 by and between the Registrant and Southwest
Bank, an M&I Bank (incorporated by reference to Exhibit 10.1 to the
Form 8-K of the Registrant filed July 6,
2009).
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3