Attached files
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| EX-99.1 - 110930 IMSC FORM 8-K_DMRJ AMENDMENT_EX 99.1 - SECURE POINT TECHNOLOGIES INC | imsc8k_ex99-1.htm |
| EX-10.2 - 110930 IMSC FORM 8-K_DMRJ AMENDMENT_EX 10.2 - SECURE POINT TECHNOLOGIES INC | imsc8k_ex10-2.htm |
| EX-10.1 - 110930 IMSC FORM 8-K_DMRJ AMENDMENT_EX 10.1 - SECURE POINT TECHNOLOGIES INC | imsc8k_ex10-1.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
Date of Report (Date of Earliest Event Reported): September 29, 2011
IMPLANT SCIENCES CORPORATION
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
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001-14949
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04-2837126
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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600 Research Drive
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices, including Zip Code)
(978) 752-1700
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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On September 29, 2011, Implant Sciences Corporation (the “Company”) and DMRJ Group LLC (“DMRJ”), entered into an Omnibus Sixth Amendment to Credit Agreement and Eighth Amendment to Note and Warrant Purchase Agreement (the “Amendment”), pursuant to which the maturity of all of the Company’s indebtedness to DMRJ, including indebtedness under (i) an amended and restated senior secured convertible promissory note dated March 12, 2009, (ii) a senior secured convertible promissory note dated July 1, 2009 and (iii) an amended and restated revolving promissory note dated March 30, 2011, was extended from September 30, 2011 to March 31, 2012. The Amendment also increased the amount the Company may borrow under the revolving promissory note from $15,000,000 to $23,000,000, subject to the requirement that the Company would be required to repay sufficient amounts of its outstanding indebtedness and other amount owing to DMRJ such that, as of December 31, 2011, the Company's outstanding obligations owed to DMRJ would not exceed $15,000,000.
The Company’s subsidiaries, Accurel Systems International Corporation, C Acquisition Corp. and IMX Acquisition Corp., each of which has guaranteed the Company’s obligations under the notes described above, joined in the execution of the Amendment and reconfirmed their respective obligations as guarantors under the Company’s credit documents.
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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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See the disclosures in Item 1.01 above, which are incorporated herein by this reference.
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Item 7.01.
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Regulation FD Disclosure
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On September 30, 2011, the Company issued a press release announcing the events described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The press release and the information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit No. Description
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10.1
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Omnibus Sixth Amendment to Credit Agreement and Eighth Amendment to Note and Warrant Purchase Agreement, dated as of September 29, 2011 between Implant Sciences Corporation and DMRJ Group LLC
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10.2
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Amended and Restated Promissory Note, dated as of September 29, 2011, issued by Implant Sciences Corporation
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99.1
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Press Release of Implant Sciences Corporation dated September 30, 2011
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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 hereunto duly authorized.
IMPLANT SCIENCES CORPORATION
By: /s/ Roger P. Deschenes
Roger P. Deschenes
Vice President, Finance and Chief Financial Officer
Date: September 30, 2011
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EXHIBIT INDEX
Exhibit No. Description
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10.1
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Omnibus Sixth Amendment to Credit Agreement and Eighth Amendment to Note and Warrant Purchase Agreement, dated as of September 29, 2011 between Implant Sciences Corporation and DMRJ Group LLC
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10.2
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Amended and Restated Promissory Note, dated as of September 29, 2011, issued by Implant Sciences Corporation
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99.1
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Press Release of Implant Sciences Corporation dated September 30, 2011
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