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): February 3, 2005
Dynacq Healthcare, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-21574 | | 76-0375477 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
10304 Interstate 10 East, Suite 369
Houston, Texas 77029
(Address of principal executive offices and zip code)
(713) 378-2000
(Registrant’s telephone number, including area code)
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
On February 3, 2005, Dynacq Healthcare, Inc. executed an amendment to its Reducing Revolver Loan and Security Agreement and related guarantee agreements (collectively, the “Agreement”). Dynacq and the lender, Merrill Lynch Business Financial Services Inc., amended the Agreement to set the maturity date of the obligations under the Agreement at May 1, 2005 and to change the interest rate on the outstanding principal under the Agreement as described below. The press release dated February 4, 2005, announcing the amendment is attached as an exhibit to this Form 8-K and is incorporated herein by reference.
As of the close of business on February 4, 2005, approximately $5.7 million, which includes accrued interest, remains outstanding under the Agreement. Dynacq intends to refinance or repay such amounts prior to the maturity date. The interest rate under the Agreement, as amended, is a variable per annum rate of interest equal to the sum of 2.85% and the One-Month LIBOR. The prior interest rate through January 31, 2005, was a variable rate of 2.3% plus the “dealer commercial paper” rate. If Dynacq is unable to repay all outstanding balances by the maturity date, the lender may assess a late charge in the amount of 5% of the then outstanding obligations, immediately initiate legal proceedings, and proceed against Dynacq’s assets to satisfy its obligations under the Agreement. Dynacq’s obligations under the Agreement are secured by substantially all of its assets.
Item 9.01 Financial Statements and Exhibits
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Exhibit Number
| | Description
|
| *Exhibit 10.1 | | Amendment to Loan Documents dated February 1, 2005, between the Company and Merrill Lynch Business Financial Services, Inc. |
| |
| *Exhibit 99.1 | | Press Release dated February 4, 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.
| | |
| Dynacq Healthcare, Inc. |
| |
| By: | | /s/ Philip S. Chan
|
| | | Philip S. Chan, |
| | | Chief Financial Officer |
Date: February 4, 2005.
Exhibit Index
| | |
Exhibit Number
| | Description
|
| |
| *Exhibit 10.1 | | Amendment to Loan Documents dated February 1, 2005, between the Company and Merrill Lynch Business Financial Services, Inc. |
| |
| *Exhibit 99.1 | | Press Release dated February 4, 2005. |
