SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28,
2006
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IGENE BIOTECHNOLOGY, INC.
(Exact Name of registrant as specified in its charter)
_________________________
Maryland 01-15888 52-1230461
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9110 Red Branch Road
Columbia, MD 21045-2024
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code:
(410) 997-2599
Former Name or Former Address, if Changed Since Last Report:
Not applicable
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pursuant to the terms of an Indenture dated as of March 31,
1998, as amended (the "Indenture") between the Registrant and
American Stock Transfer & Trust Company, as Trustee (the
"Trustee"), the Company issued and sold $5,000,000 of its 8%
notes (the "Securities"). Concurrently with the issuance of
the Securities, the Company issued, pursuant to a Warrant
Agreement by and between Registrant and American Stock
Transfer & Trust Company, as warrant agent (the "Warrant
Agent") dated as of March 31, 1998, as amended (the "Warrant
Agreement"), 50,000,000 warrants to purchase shares of the
Registrants common stock for $.10 per share. The warrant
purchase price under the Warrant Agreement was reduced to
$.075 per share, and the maturity date of the Securities
extended to March 31, 2006, by an amendment to the Indenture
and Warrant Agreement dated March 18, 2003 and approved by the
requisite number of holders of the Securities.
On March 28, 2006, the Registrant, Trustee and Warrant Agent
entered into a Second Amendment to Indenture, Securities,
Warrant Agreement and Warrant Certificates (the "Second
Amendment") that extended the maturity date of the Securities
to March 31, 2009, and reduced the warrant purchase price
under the Warrant Agreement from $.075 to $.056 per share.
The Second Amendment was approved by more than two-thirds in
principal amount of the holders of Securities effective March
28, 2006, in accordance with Section 6.07 and Section 9.02 of
the Indenture. Section 6.07 provides that:
The right of any Holder of a Security to
receive payment of the principal of and
interest on the Security, on or after the
respective due dates expressed in the
Security, or to bring suit for the
enforcement of any such payment on or
after the respective dates, is not
absolute and may be impaired or affected
without the consent of the Holder if the
Holders of at least two-thirds in
principal amount of Securities so approve
such action.
The Registrant sent written notice to each of the Holders of
the amendments made to the Securities by the Second Amendment.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The disclosures provided in Item 1.01 above are incorporated
into this Item 3.03 by reference.
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.
IGENE Biotechnology, Inc.
(Registrant)
Date: March 30, 2006 By: /s/ STEPHEN F. HIU
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STEPHEN F. HIU
EXHIBIT INDEX
Exhibit 4 - Second Amendment to Indenture, Securities, Warrant
Agreement and Warrant Certificates.