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) April 28, 2011
 

 

KENDLE INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)

 

 

Ohio
 
000-23019
 
31-1274091
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
 
(IRS Employer Identification No. )
 
 
441 Vine Street, Suite 1200, Cincinnati, Ohio
   
 
45202
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (513) 381-5500


(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))

 
 

 

Item 1.01  –  Entry into a Material Definitive Agreement
 
On April 28, 2011, Kendle International Inc. (the “Company”), together with certain of its subsidiaries, entered into an Amendment No. 3 to Credit Agreement (the “Credit Agreement Amendment”) with various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”).  The Credit Agreement Amendment amends the Credit Agreement entered into by the parties thereto on or about March 15, 2010 (the “Original Credit Agreement”) and amended on or about April 27, 2010 and January 24, 2011 (the Original Credit Agreement, as amended, the “Credit Agreement”).
 
The Credit Agreement Amendment increases the “Total Leverage Ratio” for certain periods and also amends in certain respects the definition of “Letter of Credit.”
 
Item 2.03  –  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information included in Item 1.01 of this Report is incorporated by reference into this Item 2.03.

 
 

 

 
 
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.
 
 
KENDLE INTERNATIONAL INC.
 
 
       
Date:  May 4, 2011
By:
/s/ Jarrod B. Pontius  
    Jarrod B. Pontius,  
    Vice President, Chief Legal Officer and Secretary