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): October 8, 2009 (October 2, 2009)
MISONIX, INC.
(Exact name of registrant as specified in its charter)
| New York | 1-10986 | 11-2148932 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1938 New Highway,
Farmingdale, NY |
11735 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 694-9555
| (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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
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| Item 1.02 | Termination of a Material Definitive Agreement. |
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On October 2, 2009, MISONIX, INC. (the “Company”) and its subsidiaries, Acoustic
Marketing Research, Inc. d/b/a Sonora Medical Systems (“Sonora”) and Hearing
Innovations Incorporated (“Hearing Innovations” and together with the Company and
Sonora, the “Borrowers”), and Wells Fargo Bank, National Association (“Wells
Fargo”), acting through its Wells Fargo Business Credit operating division, entered
into an amendment (the “Amendment”) to the Credit and Security Agreement, dated
December 29, 2006, as amended, among the Borrowers and Wells Fargo (the “Credit
Agreement”). The Credit Agreement was filed as Exhibit 10(eee) to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 4, 2007 and is hereby incorporated by reference herein. |
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Pursuant to the Amendment (i) the Minimum Loan Amount (as defined in the Credit
Agreement) was reduced to $500,000; and (ii) the Borrowers and Wells Fargo agreed
that the term of the Credit Agreement would not be renewed and that the Credit
Agreement would terminate on December 29, 2009. |
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The Amendment (i) also provided Wells Fargo’s consent to the asset sale discussed in
Item 2.01 below, subject to Wells Fargo’s receipt of $1,804,665.25 from the proceeds
of such sale and (ii) required that the Company deposit additional cash collateral
of $1,000,000 with Wells Fargo Brokerage Services, LLC. |
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The foregoing description of the Amendment is qualified in its entirety by reference
to the provisions of the Amendment attached to this report as Exhibit 10.1. |
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
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On October 2, 2009, Sonora sold substantially all of its assets to Medical Imaging
Holdings, Inc. for a cash payment of $8,000,000 (subject to a future adjustment
based on net working capital at the closing) (the “Sale”). Sonora is engaged in the
business of (i) selling, repairing and servicing new and used diagnostic ultrasound
systems and consumable accessories used in conjunction therewith, (ii) selling,
repairing, servicing and testing diagnostic ultrasound transducers, (iii) developing
and selling equipment for testing ultrasound transducers, (iv) selling equipment
used for cleaning and disinfecting ultrasound transducers including, but not limited
to, transesophogeal echocardiography probes, (v) selling equipment used for testing
endoscopic probes, (vi) repairing and servicing MRI systems and parts and subsystems
used therein, and (vii) performing training for the service and maintenance of
diagnostic ultrasound and MRI systems, in each instance throughout the world.
Attached as Exhibit 99.1 is a press release issued by the Company on October 5, 2009
announcing the Sale. |
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The foregoing description of the Sale is qualified in its entirety by reference to
the provisions of the Asset Purchase Agreement attached to this report as Exhibit
10.2. |
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
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| Exhibit 10.1 | Amendment to Credit and Security Agreement, dated as of
October 2, 2009, by and among MISONIX, INC., Acoustic
Marketing Research, Inc. d/b/a Sonora Medical Systems and
Hearing Innovations Incorporated, and Wells Fargo Bank,
National Association, acting through its Wells Fargo Business
Credit operating division. |
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| Exhibit 10.2 | Asset Purchase Agreement, dated October 2, 2009, among
Acoustic Marketing Research, Inc., MISONIX, INC. and Medical
Imaging Holdings, Inc. |
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| Exhibit 99.1 | Press Release of MISONIX, INC., dated October 5, 2009. |
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| Date: October 8, 2009 | MISONIX, INC. |
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| By: | /s/ Richard Zaremba | |||
| Richard Zaremba | ||||
| Senior Vice President and Chief Financial Officer | ||||
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| Exhibit No. | Description | |
10.1
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Amendment to Credit and Security Agreement, dated as of October 2, 2009, by and among MISONIX, INC., Acoustic Marketing Research, Inc. d/b/a Sonora Medical Systems and Hearing Innovations Incorporated, and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division. | |
10.2
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Asset Purchase Agreement, dated October 2, 2009, among Acoustic Marketing Research, Inc., MISONIX, INC. and Medical Imaging Holdings, Inc. | |
99.1
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Press Release of MISONIX, INC., dated October 5, 2009. |
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