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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):
March 18, 2005
TRANSGENOMIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-30975
(State of Formation) (Commission File Number)
911789357
(IRS Employer Identification Number)
12325 Emmet Street
Omaha, NE 68164
(Address of principal executive offices) (Zip Code)
(402) 452-5400
(Registrants' telephone number, including area code)
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:
[ ] 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(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 18, 2005, Laurus Master Fund, Ltd. ("Laurus") agreed to extend
the waiver of the borrowing base limitation in the Registrant's $7.5 million
revolving line of credit from March 19, 2005 until March 31, 2006. The extension
allows the Registrant to borrow up to the entire $7.5 million under the line of
credit through such date notwithstanding the level of its assets making up the
borrowing base as set forth under the terms of the Security Agreement, dated
December 3, 2003, by and between Laurus and the Registrant.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 18, 2005, Laurus converted $1,879,200 of the principal amount
of the Secured Convertible Minimum Borrowing Note Series B, dated December 3,
2003 (the "Note") into 3,600,0000 shares of the Registrant's common stock, par
value $.01 per share ("Common Stock"). In addition, on December 3, 2004, Laurus
converted $150,000 of the principal amount and $75,758.68 of accrued interest of
the Note into 225,759 shares of the Registrant's Common Stock. In addition, on
January 11, 2005, Laurus converted $50,000 of the principal amount of the Note
into 50,000 shares of the Registrant's Common Stock. The shares were issued in
reliance on the exemption set forth in Section 4(2) of the Securities Act of
1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated March 18, 2005, announcing that the extension of a
borrowing base limitation waiver and the conversion by Laurus of debt
into the Registrant's common stock.
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.
TRANSGENOMIC, INC.
By /s/ Mitchell L. Murphy
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Mitchell L. Murphy
Vice President, Secretary and Treasurer
March 18, 2005