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) | June 22, 2006 |
KENDLE INTERNATIONAL INC.
|
|---|
| (Exact name of registrant as specified in charter) |
Ohio
| 000-23019
| 31-1274091
|
|---|
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
441 Vine Street, Suite 1200, Cincinnati, Ohio 45202
|
|---|
| (Address of principal executive offices) |
(513) 381-5500
|
|---|
| (Registrant’s telephone number, including area code) |
|
|---|
| (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 (seeGeneral 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 (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-4(c)) |
Item 1.02 Termination of a Material Definitive Agreement
On or about June 22, 2006, the Company terminated the Second Amended and Restated Credit Agreement, dated as of May 27, 2005 (the “2005 Credit Agreement”), among the Company, JPMorgan Chase Bank, N.A. as agent, and the Lenders signatory thereto including JPMorgan Chase Bank, N.A. and Keybank National Association. The 2005 Credit Agreement provided for, among other things, up to $20,000,000 of revolving credit (“Revolver”) and the right to convert up to $10,000,000 into term loans (“Term Loans”) in connection with certain permitted acquisitions. At the time of termination, there was no outstanding balance under the Revolver and a $3.044 million balance under the Term Loans along with certain facility fees.
The financial obligations of the Company under the Credit Agreement have been fully satisfied. There were no prepayment or early termination penalties in connection with the termination of the 2005 Credit Agreement.
The above description of the 2005 Credit Agreement is qualified in its entirety by the terms of the 2005 Credit Agreement, which has previously been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2005.
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.
Date: June 23, 2006 | | KENDLE INTERNATIONAL INC.
BY: /s/ Karl Brenkert III
——————————————
Karl Brenkert III
Senior Vice President —
Chief Financial Officer |
