Attached files
| file | filename |
|---|---|
| EX-99.1 - SERACARE LIFE SCIENCES INC | v207435_ex99-1.htm |
| EX-10.1 - SERACARE LIFE SCIENCES INC | v207435_ex10-1.htm |
| EX-10.2 - SERACARE LIFE SCIENCES INC | v207435_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):
|
December 30,
2010
|
SeraCare Life Sciences,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-34105
|
33-0056054
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
file number)
|
(IRS
Employer
Identification
No.)
|
37 Birch Street, Milford,
Massachusetts 01757
(Address
of principal executive offices)
|
Registrant’s
telephone number, including area code:
|
(508)
244-6400
|
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
240.142-12)
|
|
¨
|
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))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
On
December 30, 2010, SeraCare Life Sciences, Inc. (the “Company”) entered
into a secured Loan Agreement (the “Loan Agreement”) by
and among the Company, as borrower, the lenders from time to time party thereto
(which are initially Middlesex Savings Bank and Commerce Bank and Trust
Company), and Middlesex Savings Bank, as letter of credit issuer and as
administrative agent for the lenders (the “Administrative
Agent”).
The Loan
Agreement provides the Company with senior secured credit facilities in the
aggregate amount of $20 million. The credit facilities consist of: (A) a $5
million revolving credit facility, which provides both for the making of
revolving loans and the issuance of letters of credit; and (B) a $15 million
term loan facility, which allows the Company to borrow up to four separate term
loans prior to February 29, 2012, subject to certain conditions and limits as
set forth in the Loan Agreement. The revolving credit facility will terminate
on, and the Company must repay all outstanding revolving credit loans no later
than, February 29, 2012. The term loans will be consolidated into a single term
loan on February 29, 2012, and such consolidated term loan must be repaid by the
Company in eighty-four consecutive monthly installments, commencing on April 1,
2012 and ending on the final maturity date of February 28, 2019.
The
proceeds of the revolving credit facility may be used by the Company for working
capital and general corporate purposes (excluding the financing of
acquisitions), and the proceeds of the term loan facility may be used to finance
permitted acquisitions, permitted repurchases of the Company’s stock and other
general corporate purposes, subject to various conditions and restrictions as
set forth in the Loan Agreement.
Availability
under the revolving credit facility is subject to a borrowing base, which at any
time is equal to the sum of the following (subject to various criteria, limits
and reserves): (A) 80% of eligible accounts receivable (other than governmental
accounts receivable), plus (B) 50% of eligible governmental accounts receivable,
plus (C) the applicable percentage of eligible inventory.
Amounts
repaid under the revolving credit facility may be reborrowed, subject to
continued compliance with the Loan Agreement. No amount of any term
loan that is repaid may be reborrowed. As of the date hereof, the
Company has obtained a $46,088 letter of credit under the revolving credit
facility, which remains outstanding, and it has not otherwise borrowed under
either the revolving credit facility or the term loan facility.
All
revolving loans bear interest, and all term loans bear interest prior to
February 29, 2012, at a rate per annum equal to the higher of (A) the prime rate
as set by Middlesex Savings Bank plus 0.50% per annum and (B) 3.49% per
annum. All term loans bear interest during the five-year period from
and after February 29, 2012 at a rate per annum equal to the higher (as
determined once on such date for the duration of such period) of (A) the
five-year Treasury rate plus 3.00% per annum and (B) 5.49% per
annum. All term loans bear interest during the period from and after
such five-year period until the final term loan maturity date of February 28,
2019 at a rate per annum equal to the higher of (A) the two-year Treasury rate
plus 3.50% per annum and (B) 5.49% per annum.
The
Company is permitted to make voluntary prepayments of outstanding revolving
loans and term loans, in whole or in part (subject to certain minimum prepayment
amount requirements), at any time. The Company is also required to make certain
mandatory prepayments of the loans upon certain asset sales, upon certain
casualty events, upon certain equity issuances, upon certain change of control
events, and in the event it has excess cash flow if it makes certain
acquisitions. The Company is required to pay an early termination fee
in certain agreed amounts if it prepays the term loans in full by refinancing
the term loans with any lenders other than Middlesex Savings Bank or Commerce
Bank and Trust Company prior to the third anniversary of the date of the Loan
Agreement.
Under the
Loan Agreement, the Company must comply with various financial and non-financial
covenants, including, among others: (A) requirements to deliver financial
statements and certain other reports and notices; (B) restrictions on the
existence or incurrence of indebtedness; (C) restrictions on the existence
or incurrence of liens; (D) restrictions on mergers, acquisitions and
dispositions of assets; (E) restrictions on the payment of dividends and
distributions on Company stock, on repurchases of Company stock, and on other
restricted payments; (F) restrictions on the making of investments;
(G) restrictions on transactions with affiliates; and (H) a maximum
consolidated senior leverage ratio of 2.50 to 1.00 and a minimum consolidated
debt service coverage ratio of 1.35 to 1.00.
The
lenders under the Loan Agreement are entitled to accelerate repayment of the
loans upon the occurrence of any of various events of default, which include,
among other events, the following (which are subject, in some cases, to certain
grace periods): failure to pay when due any principal, interest or other amounts
owing under the Loan Agreement or any related loan documents; breach of any of
the Company’s covenants or representations under the Loan Agreement or any
related loan documents; default under other material indebtedness agreements of
the Company; certain bankruptcy and insolvency events; the existence of certain
unsatisfied judgments; and certain change of control events.
Borrowings
under the Loan Agreement are secured by substantially all of the Company’s
assets pursuant to the terms of a Security Agreement entered into by the Company
and the Administrative Agent, as secured party, on December 30,
2010. Borrowing under the Loan Agreement will also be guaranteed by,
and secured by substantially all of the assets of, any future United States
subsidiaries of the Company, and will be secured by a portion of the stock of
any future direct foreign subsidiaries of the Company or any future United
States subsidiaries of the Company.
The
foregoing summary of the Loan Agreement and the related Security Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full texts of the Loan Agreement and the Security Agreement attached to this
current report as Exhibits 10.1 and 10.2, which are incorporated herein by
reference.
|
Item
8.01
|
Other
Events.
|
The
information set forth in the press release issued by the Company, dated January
6, 2011, and attached hereto as Exhibit 99.1 is incorporated herein by
reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
10.1
|
Loan
Agreement dated as of December 30, 2010 by and among SeraCare Life
Sciences, Inc., as borrower, the guarantors from time to time party
thereto, the lenders from time to time party thereto, and Middlesex
Savings Bank, as letter of credit issuer and administrative
agent.
|
|
|
10.2
|
Security
Agreement dated as of December 30, 2010 by and among SeraCare Life
Sciences, Inc., as borrower, the guarantors from time to time party
thereto, and Middlesex Savings Bank, as administrative
agent.
|
|
|
99.1
|
Press
release, dated January 6,
2011.
|
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.
Dated: January
6, 2011
|
SERACARE
LIFE SCIENCES, INC.
|
||
|
By:
|
/s/ Gregory A. Gould
|
|
|
Gregory
A. Gould, Chief Financial Officer,
|
||
|
Treasurer
and Secretary
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
10.1
|
Loan
Agreement dated as of December 30, 2010 by and among SeraCare Life
Sciences, Inc., as borrower, the guarantors from time to time party
thereto, the lenders from time to time party thereto, and Middlesex
Savings Bank, as letter of credit issuer and administrative
agent.
|
|
|
10.2
|
Security
Agreement dated as of December 30, 2010 by and among SeraCare Life
Sciences, Inc., as borrower, the guarantors from time to time party
thereto, and Middlesex Savings Bank, as administrative
agent.
|
|
|
99.1
|
Press
release, dated January 6,
2011.
|