Form 8-K
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): April 13, 2006
CONMED
CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
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0-16093
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16-0977505
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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525
French Road
Utica,
New York 13502
(Address
of principal executive offices, including zip code)
(315)
797-8375
(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 obligations of the registrant under any of the following
provisions (See General Instruction A.2 below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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; Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of
a Registrant.
On
April 13, 2006, CONMED Corporation (the “Company”), as a borrower, entered into
an amended and restated credit agreement with a committed capacity of
$235.0 million comprised of a $100.0 million revolving credit facility and
a $135.0 million term loan (the “Credit Agreement”), among the Company, the
banks party thereto, and JP Morgan Chase Bank, N.A., as administrative agent
(the “Agent”), lead arranger, and bookrunner. The Credit Agreement comprises
commitments from 37 financial institutions. The Credit Agreement permits the
Company to designate foreign subsidiaries as additional borrowers. The Credit
Agreement for the revolving credit loans and the term loan expire on April
13,
2011 and April 12, 2013, respectively, at which time all outstanding amounts
under each of the commitments of the Credit Agreement will be due and payable.
There is $135.0 million outstanding under the term loan and $11.0 million under
the revolving credit facility of the Credit Agreement. The Credit Agreement
amends and restates a credit agreement dated June 30, 2003, for
$360.0 million, that was due to expire in December 2009.
The
Company’s borrowings under the Credit Agreement will bear interest at variable
rates, as described as follows: On borrowings where the Company elects to use
the alternate base rate, the rate will be the greater of the Prime Rate in
effect on such date or the Federal Funds Effective Rate in effect on such date
plus ½ of 1%. On borrowings where the Company elects to use the Eurocurrency
base rate, the interest will be equal to the rate per the Telerate screen on
the
day of borrowing plus a margin.
Borrowings
under the Credit Agreement are secured by assets and rights of the Company
and
certain of its Subsidiaries. The Credit Agreement contains customary covenants
for transactions of this type, including three financial covenants: (i) for
the 12-months ending each quarter-end, the ratio of consolidated total debt
plus
the aggregate outstanding principal amount under our Receivable Transfer Program
to consolidated EBITDA, as defined in the Credit Agreement, must not exceed
4.50
for the quarters ending June 30, 2006 and September 30, 2006, 4.00 for quarters
ending December 31, 2006 and March 31, 2007, 3.75 for quarters ending June
30,
2007, September 30, 2007, and December 31, 2007 and 3.50 for quarters ending
March 31, 2008 and thereafter; (ii) for the 12-months ending each
quarter-end, the ratio of consolidated Senior debt (defined as consolidated
total debt less the convertible senior subordinated debentures and any permitted
subordinated indebtedness) plus the aggregate outstanding principal amount
under
our Receivable Transfer Program to consolidated EBITDA, as defined in the Credit
Agreement, must not exceed 3.00 and (iii) for the 12-months ending each
quarter-end, the ratio of consolidated EBITDA less capital expenditures to
consolidated interest expense and scheduled payments on funded debt, as defined
in the Credit Agreement, may not be less than 2.25 for the quarters ending
June
30, 2006 through December 31, 2006 and 2.50 for the quarters ending March 31,
2006 and thereafter. In addition, as a condition precedent to each borrowing
made under the Credit Agreement, as of the date of such borrowing, (i) no event
of default shall have occurred and be continuing and (ii) the Company is to
reaffirm that the representations and warranties made in the Credit Agreement
are true and correct.
The
Credit Agreement provides for customary events of default, including failure
to
pay any principal or interest when due, failure to comply with covenants, any
representation made by the Company proving to be incorrect, defaults relating
to
other indebtedness of at least $10,000,000 in the aggregate, certain insolvency
and receivership events affecting the Company or its subsidiaries,
judgments not covered by insurance in excess of $10,000,000 in the aggregate
being rendered against the Company or its subsidiaries, the acquisition of
35%
or more by any person
of
any
outstanding class of capital stock having ordinary voting power in the election
of directors of the Company, and the incurrence of certain ERISA liabilities
that would reasonably be expected to have a material adverse effect.
In
the event of a default by the Company, the Agent may, and at the direction
of
the requisite number of Lenders will, terminate the Lenders’ commitments to make
loans under the Credit Agreement, declare the obligations under the Credit
Agreement immediately due and payable and enforce any and all rights of the
Lenders or Agent under the Credit Agreement and related documents. For certain
events of default related to insolvency and receivership, the commitments of
the
Lenders are automatically terminated and all outstanding obligations become
immediately due and payable.
Certain
of the lenders, agents and other parties to the Credit Agreement, and their
affiliates, have in the past provided, and may in the future provide, investment
banking, underwriting, lending, commercial banking and other advisory services
to the company and its subsidiaries. Such lenders, agents and other parties
have
received, and may in the future receive, customary compensation from the Company
and its subsidiaries for such services.
The
foregoing description of the Credit Agreement and related matters is qualified
in its entirety by reference to the Credit Agreement, which will be filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Section9 Financial
Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits.
The
following exhibit is included herewith:
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Exhibit
No. |
Description of
Exhibit |
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Amended
and Restated Credit Agreement dated April 13,
2006.
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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 thereunto
duly authorized.
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CONMED
CORPORATION
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(Registrant)
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By: /s/
Robert D. Shallish, Jr.
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Vice
President - Finance and
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Chief
Financial Officer
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Date:
April
18, 2006