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
November 20, 2014
Date of Report (Date of earliest event reported)
___________________________________________________________
CADISTA HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
___________________________________________________________
| State of Delaware | 000-54421 | 31-1259887 |
| (State of Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification Number) |
207 Kiley Drive
Salisbury, MD 21801
(Address of principal executive offices) (Zip Code)
(410) 912-3700
(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 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 (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Item 1.01 Entry into Material Definitive Agreement.
On November 20, 2014, through our wholly-owned subsidiary, Jubilant Cadista Pharmaceuticals Inc. (“Cadista Pharmaceuticals”), at the request HSL Holdings Inc. (“HSL Holdings”), we extended the maturity date of a $10,000,000 loan (the “Loan”) to HSL Holdings from November 28, 2014 to November 30, 2015.
We had funded the Loan, in the third quarter of our fiscal year ended March 31, 2012, pursuant to a loan agreement, dated November 23, 2011, as subsequently amended by amendments dated November 30, 2012, January 30, 2013 and November 29, 2013 (as so amended, the “Loan Agreement”), that Cadista Pharmaceuticals had entered into with HSL Holdings. Jubilant Pharma Holdings Inc., the direct parent of HSL Holdings, reconfirmed its guarantee of the prompt payment and performance, when due, of all obligations of HSL Holdings under the Loan Agreement in connection with the extension of the maturity date of the loan.
Other than the extension of the maturity date to November 30, 2015, the terms of the original Loan Agreement remain unmodified, including that we have the right to demand payment of all or any portion of the principal amount of the Loan, together with all accrued and unpaid interest thereon, at any time during the term of the Loan upon 30 days’ prior notice to HSL Holdings.
See “Item 13. Certain Relationships and Related Transactions, and Director Independence” of our Annual Report on Form 10-K for our Fiscal Year ended March 31, 2014, for a more detailed description of the Loan Agreement.
In accordance with our policy and procedure with respect to the approval of related party transactions, a committee comprised of our independent directors, Messrs. Becker and Seth, reviewed and approved of the extension of the maturity date of the Loan from November 28, 2014 to November 30, 2015.
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.
| CADISTA HOLDINGS INC. | ||
| By: | /s/ Kamal Mandan | |
| Kamal Mandan | ||
| Chief Financial Officer | ||
| Date: November 25, 2014 | ||