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): November 30, 2010
SYNERGETICS USA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-10382
(Commission
File Number)
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20-5715943
(I.R.S. Employer
Identification No.) |
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3845 Corporate Centre Drive
O’Fallon, Missouri
(Address of principal executive offices)
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63368
(Zip Code) |
(636) 939-5100
(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:
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2010, Synergetics USA, Inc. (the “Company”) and Synergetics, Inc., its wholly
owned subsidiary (together with the Company, the “Borrowers”), executed the Eighth Amendment to
Credit and Security Agreement (the “Eighth Amendment”) with Regions Bank (“Regions”), as Lender,
relating to the Company’s revolving credit facility and equipment line of credit. The Eighth
Amendment extended the maturity date of the Company’s revolving credit facility and equipment line
of credit to November 30, 2011.
Also on November 30, 2010, the Borrowers and Synergetics Germany, GmbH, Synergetics Italia,
Srl and Synergetics France SARL, each of which is a wholly owned subsidiary of the Company
(collectively with the Borrowers, the “Foreign Accounts Borrowers”), executed a Termination of
Foreign Accounts Credit and Security Agreement (the “Termination”) with Regions. Pursuant to the
Termination, the Foreign Accounts Credit and Security Agreement dated as of June 20, 2007, as
amended (the “Foreign Accounts Agreement”), was terminated effective November 30, 2010. Pursuant
to the Termination, Regions agreed to cancel and destroy the Third Amended and Restated Foreign
Accounts Revolving Note (the “Note”) or, at the request of the Foreign Accounts Borrowers, to
return the canceled Note to the Foreign Accounts Borrowers.
The Eighth Amendment and the Termination are filed as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference. The summary of these
agreements contained herein is qualified in its entirety by reference to such exhibits.
Item 1.02. Termination of a Material Definitive Agreement.
On November 30, 2010, the Foreign Accounts Borrowers entered into the Termination, as
described in Item 1.01 above. Pursuant to and in accordance with the terms of the Termination, the
Foreign Accounts Agreement was terminated and Regions agreed to cancel and destroy the Note, or, at
the request of the Foreign Accounts Borrowers, to return the canceled Note to the Foreign Accounts
Borrowers. The description of the material terms of the Termination is set forth in Item 1.01 of
this Current Report on Form 8-K, which description is incorporated herein by reference and
qualified in its entirety by reference to Exhibit 10.2 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On November 30, 2010, the Borrowers executed the Eighth Amendment. The terms of the Eighth
Amendment are described in Item 1.01 of this Current Report on Form 8-K, which description is
incorporated herein by reference.