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
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Date of Report (Date of earliest event reported): January 28, 2008
DOBI MEDICAL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-32523 98-0222710
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1200 MacArthur Boulevard 07430
Mahwah, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: n/a
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))
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CURRENT REPORT ON FORM 8-K
DOBI MEDICAL INTERNATIONAL, INC.
June 19, 2007
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP
(a) On June 14, 2007 (the "Petition Date"), Dobi Medical International,
Inc. (the "Debtor") filed a voluntary petition for relief under chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"), in the
case captioned in re Dobi Medical International, Inc. Case No. 07-18404(RG).
Since the Petition Date, the Debtor has continued to operate its business and
manage its properties as debtor in possession pursuant to sections 1107(a) and
1108 of the Bankruptcy Code.
On November 2, 2007, the Debtor filed a Plan of Reorganization and a related
Disclosure Statement. The Debtor subsequently amended the Disclosure Statement
on December 13, 2007. On December 17, 2007, the Bankruptcy Court approved the
adequacy of information in the Amended Disclosure Statement and authorized the
Debtor to send the Amended Disclosure Statement, the Plan, and ballots to
creditors entitled to vote on the Plan.
The summary of the materials features of the Plan are outlined below. This
summary only highlights certain provisions of the Plan, and it is not intended
to be a complete description of, or substitute for, a full and complete reading
of the Plan and the Amended Disclosure Statement which is annexed hereto as
Exhibit 2.1. Capitalized terms not defined herein are defined in the Plan.
Plan of Reorganization
The Plan permits the Debtor to continue its business as a going concern. The
purpose of the Plan is to provide the Debtor with a capital structure that can
be supported by cash flows from operations and a solid foundation on which to
conduct business.
Treatment of Claims and Interests
The Plan divides all Claims except for Administrative Claims, and Priority Tax
Claims, and all Interests into various Classes. The following tables summarize
the Classes of Claims and Interests under the Plan, and their proposed treatment
thereunder.
Class 1 Priority Non-Tax Claims Payment in full in Cash or
Confirmation.
Class 2 Secured Debenture Claims A distribution of 10% of the New
Common Stock of Reorganized DOBI, and
participation Pro-Rata in 80% of
the gross proceeds, if any generated
under the License Agreement post-
Confirmation.
Class 3 General Unsecured Claims No distribution.
Class 4 Equity Interests Canceled, no distribution.
Implementation
On the Effective Date, except as otherwise specifically provided for in the
Plan: (1) the existing DOBI Equity Interests and any other purchase right,
option, warrant, or other instrument or document directly or indirectly
evidencing or creating any indebtedness or obligation of or ownership interest
in the Debtor giving rise to any Claim or Interest, shall be canceled solely as
to the Debtor, and the Reorganized Debtor shall not have any continuing
obligations thereunder and (2) the obligations of the Debtor pursuant, relating,
or pertaining to any agreements, indentures, certificate of designation, bylaws,
or certificate or articles of incorporation or similar documents governing same
shall be released and discharged.
The Plan Funding Agreement which was approved by Order of the Bankruptcy Court
on December 11, 2007 provides for an equity infusion of $325,000 from the Plan
Funder on the Confirmation Date. The receipt of that equity infusion is a
condition precedent to Confirmation of the Plan. Under the Plan Funding
Agreement 83% of Reorganized Dobi's New Common Stock will be issued to the Plan
Funder on the Confirmation Date, and Reorganized Dobi is required to be current
with its public filings with the SEC as soon as practicable at or after the
Confirmation Date.
SIGNATURE
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.
DOBI MEDICAL INTERNATIONAL, INC.
Date: January 28, 2008 By:/s/ Michael R. Jorgensen
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Michael R. Jorgensen
Authorized Representative