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): December 30, 2004
ACUSPHERE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-50405 | | 04-3208947 |
(State or Other
Jurisdiction of
Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
500 Arsenal Street, Watertown, Massachusetts | | 02472 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (617) 648-8800
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:
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.
The disclosure contained in Item 2.03 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On December 30, 2004, Acusphere, Inc. (the “Company”) entered into a promissory note with General Electric Capital Corporation (“GE Capital”) for $891,090.42 under an existing equipment financing line. The promissory note includes an annual interest rate of 9.17%, is payable over 48 months, and requires monthly payments of $21,089.00. As of December 30, 2004, the Company has cumulatively borrowed approximately $3.4 million against the existing equipment financing line with GE Capital and has approximately $7.9 million available for additional borrowings under this line, subject to the satisfaction of certain conditions, including an updated credit review by GE Capital, for qualified purchases through March 2005. Borrowings under the equipment financing line are secured by the Company’s capital assets, the purchase of which has been financed under the line, and are subject to acceleration upon the happening of customary events of default, including the failure to make timely payments of principal and interest.
The descriptions of the promissory note that is contained in this report is qualified in their entirety by reference to the form of promissory note and Master Security Agreement referenced in Item 9.01 of this report, which documents are incorporated by reference in their entirety.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is furnished as part of this report, where indicated:
(c) Exhibits.
Exhibit No. | | Description |
| | |
10.1(1) | | Master Security Agreement by and between the registrant and General Electric Capital Corporation dated April 16, 2004 |
10.2 | | Form of Promissory Note with General Electric Capital Corporation, together with schedule of borrowing |
(1) Incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-119027).
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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.
| ACUSPHERE, INC. |
| |
| |
Dated: December 30, 2004 | By: | /s/ John F. Thero |
| | Name: | John F. Thero |
| | Title: | Senior Vice President and Chief |
| | | Financial Officer |
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EXHIBIT INDEX
Exhibit Number | | Description |
| | |
10.1(1) | | Master Security Agreement by and between the registrant and General Electric Capital Corporation dated April 16, 2004 |
10.2 | | Form of Promissory Note with General Electric Capital Corporation, together with schedule of borrowing |
(1) Incorporated herein by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-119027).
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