UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 24, 2006
ENDOCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-15063 |
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33-0618093 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
201 Technology Drive
Irvine, California 92618
(Address of Principal Executive Offices, including zip code)
(949) 450-5400
(Registrants telephone number, including area code)
N/A
(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 (see General Instruction
A.2. below):
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported: (i) on October 26, 2005, we entered into a Loan and Security Agreement and
related documents (collectively, the Original Loan Documents) with Silicon Valley Bank (SVB),
pursuant to which SVB agreed to make available a credit facility in the aggregate amount of up to
$4 million for a term of one year; and (ii) on February 10, 2006, we entered into an Amendment to
Loan Documents (the First Amendment) with SVB in connection with the closing of our sale of Timm
Medical Technologies, Inc. (Timm).
On April 24, 2006, we entered into a new Amendment to Loan Documents (the Second Amendment) with
SVB, pursuant to which:
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the term of the Original Loan Documents, as amended by the First Amendment and the
Second Amendment (collectively, the Loan Documents), was extended to February 28, 2007; |
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the financial covenant based on our tangible net worth was modified to reflect our sale
of Timm; |
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SVB agreed to make available one or more term loans in an aggregate principal amount of
up to $500,000 (which counts toward the $4 million maximum referred to above) for up to six
months after the date of the Second Amendment; |
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we agreed to pay SVB a fee amounting to $16,000 in the aggregate, consisting of a
$13,500 fee for the extension and a $2,500 fee for adding the term loan component; and |
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various technical conforming revisions were made to the Loan Documents. |
The foregoing description of the Second Amendment is qualified in its entirety by the full text of
such document, which is filed as Exhibit 10.1 to this report and is hereby incorporated by
reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item
2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
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Amendment to Loan Documents, dated as of April 24, 2006, by and between Endocare, Inc. and
Silicon Valley Bank. |
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.
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ENDOCARE, INC.
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April 25, 2006 |
By: |
/s/ Michael R. Rodriguez
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Michael R. Rodriguez |
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Senior Vice President, Finance and
Chief Financial Officer |
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