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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
OCTOBER 29, 2004
DIOMED HOLDINGS, INC.
DELAWARE 000-32045 84-1480636
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1 DUNDEE PARK
ANDOVER, MA 01810
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978-475-7771)
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On October 25, 2004, Diomed, Inc. ("Diomed"), a wholly-owned subsidiary of
Diomed Holdings, Inc. (the "Company"), terminated its $2.5 million revolving
line of credit with Silicon Valley Bank. Diomed terminated the line of credit as
part of its working capital program in connection with completing the financing
referenced under Item 3.02, below. At no time during the term of the line of
credit had Diomed drawn down on the line of credit, and, accordingly, there were
no amounts outstanding at the time of termination.
The line of credit, which had been entered into as of June 8, 2004, was secured
by the assets of Diomed (excluding intellectual property), and Diomed had also
entered into a negative pledge in respect of its intellectual property. Diomed
terminated these arrangements concurrently with the line of credit. Also, the
Company had granted a guarantee (secured by the Company's assets, other than
intellectual property) of Diomed's obligations under the line of credit. This
guarantee was terminated simultaneously with the line of credit.
The complete terms of the line of credit are included with the Company's Current
Report on Form 8-K filed with the Commission on June 16, 2004, which is
incorporated by reference herein in its entirety.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On October 25, 2004, the Company completed the sale of $7,000,000 aggregate
principal amount of its Variable Rate Convertible Debentures (the "Debentures")
which mature on October 27, 2008, 2,362,420 shares of its common stock and
warrants to purchase 3,013,671 shares of its common stock to accredited
investors in a private placement financing transaction.
The Company received gross proceeds of $10,614,503 from the financing, which the
Company will use for general working capital purposes. The Company paid a cash
commission of $743,015 to Roth Capital Partners LLC for the sale of the
securities in the financing. The financing was completed after all conditions
precedent to the closing were satisfied. These conditions included listing with
the American Stock Exchange the common stock underlying the Debentures and
warrants that the Company sold in the financing.
The securities issued in the private placement financing transaction were issued
without registration with the Commission, pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. This
exemption applies because the Company did not make any public offer to sell any
securities, but rather, the Company only offered securities to persons known to
the Company to be accredited investors and only sold securities to persons who
represented to the Company in writing that they are accredited investors.
For a description of the terms of this financing, including the terms of the
Debentures and the warrants, see the Company's Current Report on Form 8-K filed
with the Commission on September 29, 2004, which is incorporated by reference
herein in its entirety.
The Company also issued a press release relating to the closing of the financing
transaction on October 26, 2004, which is filed as an exhibit with this Current
Report and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release dated October 26, 2004, regarding closing of private
placement financing
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.
DIOMED HOLDINGS, INC.
(Registrant)
Date: October 29, 2004 By: /s/ JAMES A. WYLIE, JR.
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Name: James A. Wylie, Jr.
Title: President and Chief Executive Officer
List of Exhibits
99.1 Press Release dated October 26, 2004, regarding closing of private
placement financing