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): November 20, 2006
(November 14, 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, as further
amended by Amendment No. 6 to the Loan and Security Agreement dated on
or about May 11, 2006 and as further amended by Amendment No. 7 to the
Loan and Security Agreement dated as of September 12, 2006
(collectively, the "Agreement").
On November 14, 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 September 30, 2006; (ii) permitting an
operating loss in any two consecutive two-quarter period as of
September 30, 2006; and (iii) the minimum consolidated EBITDA (as
defined in the Agreement) required to be maintained at September 30,
2006.
The foregoing description of the Waiver Letter is qualified in its
entirety by reference to the provisions of the Waiver Letter attached
to this report as Exhibit 10(ddd).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10(ddd) Letter Agreement dated November 14, 2006.
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: November 20, 2006 MISONIX, INC.
By: /s/ Richard Zaremba
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Richard Zaremba
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10(ddd) Letter Agreement dated November 14, 2006
