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 13, 2007
MEDICOR LTD.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
000-50442 14-1871462
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(Commission File Number) (IRS Employer Identification No.)
4560 South Decatur Boulevard, Suite 300, Las Vegas, NV 89103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 702.932.4560
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 (see General Instruction A.2 below):
[ ] 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 13, 2007, the Company's subsidiary Eurosilicone SAS and Silver
Oak Capital, L.L.C., HFTP Investments LLC, Promethean II Master, L.P., GAIA
Offshore Master Fund, Ltd. and Portside Growth and Opportunity Fund, the current
holders of the Notes (the "Purchasers") amended the promissory note in an
aggregate principal amount of $700,000 dated January 30, 2007 and reported in
the Current Report on Form 8-K filed January 31, 2007 to extend the maturity of
the promissory note to June 29, 2007.
Item 2.01. Completion of Acquisition or Disposition of Assets
On February 22, 2007, the Company's subsidiary HPL Biomedical Inc., which
does business under the name Biodermis, completed a disposition of substantially
all of its assets for a total purchase price of approximately $618,000, of which
$550,000 was cash and the balance was other consideration.
Item 2.02. Results of Operations and Financial Condition
The Company is reporting preliminary financial results for the quarter
ended December 31, 2006. Sales for the quarter were $11.7 million, an increase
of $4.7 million, or 68%, versus the same period a year ago. Of the increase,
$2.7 million was attributable to the acquisition of Biosil Limited and related
supplier, Nagor Limited, at the end of April 2006. Excluding the effect of the
acquisition, revenue increased approximately 29% in the quarter as compared to
the same period in the prior year.
For the first six months of fiscal 2007, sales increased by $8.5 million to
$21.2 million, also a 68% increase from the same period a year ago. Of this,
$5.7 million was attributable to the acquisition of Biosil Limited and Nagor
Limited, without which the revenue increase would have been 23%.
The growth rates were positively impacted by foreign exchange rates by
approximately 7% for the quarter and 6% for the fiscal year to date. Gross
margins improved as well. For the quarter, they were 36.3% of sales, versus
30.2% for the same quarter a year ago. For the six months ended December 31,
2006, gross margins reached 34.8%, up from 30.2% in the same period last year.
Net income attributable to common stockholders for the quarter was a profit
of $2.3 million compared to a net loss of $5.6 million for the previous period.
The profit is attributable to a lower value on the Company's derivative
liabilities. The net loss attributable to common stockholders for the first six
months of fiscal 2007 increased to $10.5 million from $9.5 million for the
previous year's six-month period. The increase was largely attributable to
higher interest expense. Basic and diluted loss per share for the six months
ended December 31, 2006 was $0.44 as compared to $0.47 for the six months ended
December 31, 2005.
The Company has continued to sustain losses and needs additional financing
to continue operations. The Company did not timely file a report on Form 10-Q
for the quarter ended December 31, 2006 and does not anticipate being able to do
so unless and until it can address its liquidity situation.
Item 8.01. Other Events
As reported under Item 2.02 above, the Company did not timely file a report
on Form 10-Q for the quarter ended December 31, 2006 and does not anticipate
being able to do so unless and until it can address its liquidity situation. The
Company and its advisor Alvarez & Marsal LLC are continuing to work with the
Senior Secured Note Holders to explore strategic alternatives to resolve its
liquidity situation.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MEDICOR LTD.
Date: February 28, 2007 By:/s/ Theodore R. Maloney
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Name: Theodore R. Maloney
Title: Chief Financial Officer