UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 29, 2006
(September 11, 2006)
MISONIX, INC.
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(Exact name of registrant as specified in its charter)
New York 1-10986 11-2148932
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1938 New Highway, Farmingdale, NY 11735
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 694-9555
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(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-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
MISONIX, INC. (the "Company") and Fleet National Bank, a Bank
of America Company (the "Bank") are parties to the Loan and
Security Agreement dated as of January 18, 2002, as amended by
Amendment No. 1 to the Loan and Security Agreement dated as of
November 12, 2002, as further amended by Amendment No. 2 to
the Loan and Security Agreement dated June 20, 2003, as
further amended by Amendment No. 3 to the Loan and Security
Agreement dated as of January 18, 2005, as further amended by
Amendment No. 4 to the Loan and Security Agreement dated as of
February 18, 2005, as further amended by Amendment No. 5 to
the Loan and Security Agreement dated as of February 14, 2006
and as further amended by Amendment No. 6 to the Loan and
Security Agreement dated on or about May 11, 2006
(collectively, the "Agreement").
As of September 12, 2006, the Company and the Bank entered
into a letter agreement (the "Waiver Letter") waiving the
Company's failure to comply with the financial covenants
contained in the Agreement pertaining to (i) the Quick Ratio
(as defined in the Agreement) required to be maintained at
June 30, 2006; (ii) permitting an operating loss in any two
consecutive two-quarter period as of June 30, 2006; and (iii)
the minimum consolidated EBITDA (as defined in the Agreement)
required to be maintained at June 30, 2006.
The Company entered into Amendment No. 7, dated as of
September 12, 2006, to the Agreement (the "Amendment") with
the Bank. The Amendment modifies the definition of "Borrowing
Capacity" under the Agreement to provide that the Company can
borrow up to $2,000,000. Previously, the Company was able to
borrow up to (i) $6,000,000, provided that the Company
demonstrates to the Bank that all of the financial covenants
set forth in the Agreement have been complied with, or (ii)
$2,500,000, so long as the Company fails to demonstrate to the
Bank that all of the financial covenants have been complied
with. The Amendment also amends the definition of (i)
"Floating Rate Option" to mean the Bank's Prime Rate (as
defined in the Agreement) plus two (2) percent and (ii)
"Interest Rate" to eliminate the Libor Rate Option (as defined
in the Agreement).
The foregoing description of the Waiver Letter and the
Amendment is qualified in its entirety by reference to the
provisions of the Amendment and the Waiver Letter attached to
this report as Exhibits 10(bbb) and (ccc), respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10(bbb) Letter Agreement dated as of September 12,
2006.
Exhibit 10(ccc) Amendment No. 7 to the Loan and Security
Agreement.
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SIGNATURES
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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: September 29, 2006 MISONIX, INC.
By: /s/ Richard Zaremba
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Richard Zaremba
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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10(bbb) Letter Agreement dated as of September 12, 2006
10(ccc) Amendment No. 7 to the Loan and Security Agreement
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