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 5, 2007 (February 5, 2007)
Commission File No. 000-22390
SHARPS COMPLIANCE CORP.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware 74-2657168
(State Or Other Jurisdiction Of (IRS Employer
Incorporation Or Organization) Identification No.)
9350 Kirby Drive, Suite 300
Houston, Texas 77054
(Address Of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code)
713-432-0300
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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Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation
On February 5, 2007, Sharps Compliance Corp. (the "Company") entered into
an Amended Credit Agreement (the "Amended Credit Amendment"), with JPMorgan
Chase Bank, N.A.
The Amended Credit Agreement provides for a $2.5 million Line of Credit
Facility the proceeds of which may be utilized for : (i) for working capital,
(ii) letters of credit (up to $200,000), (iii) acquisitions (up to $500,000) and
(iv) general corporate purposes.
Indebtedness under the Credit Agreement is secured by substantially all of
the Company's assets. Borrowings will bear interest at a fluctuating rate per
annum equal to either, (i) prime rate or (ii) LIBOR plus a margin of 2.75%. Any
outstanding revolving loans, and accrued and unpaid interest, will be due and
payable on March 27, 2009, the maturity date of the facility. The aggregate
principal amount of advances outstanding at any time under the Facility shall
not exceed the Borrowing Base which is equal to 80% of Eligible Accounts
Receivable (as defined) and 50% of Eligible Inventory (as defined).
The Credit Agreement contains affirmative and negative covenants that,
among other things, require the Company to maintain a specified tangible net
worth and fixed charge coverage ratio. The Credit Agreement also contains
customary events of default. Upon the occurrence of an event of default that
remains uncured after any applicable cure period, the lenders' commitment to
make further loans may terminate and the Borrower may be required to make
immediate repayment of all indebtedness to the lenders. The lender would also be
entitled to pursue other remedies against the Company and the collateral.
The description of the Credit Agreement contained herein is qualified in its
entirety by reference to the Credit Agreement, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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10.1 Amendment to Credit Agreement dated February 5, 2007, by and between
Sharps Compliance Corp. and JPMorgan Chase Bank, N.A.
10.2 Note Modification Agreement dated February 5, 2007, by and between
Sharps Compliance Corp. and JPMorgan Chase Bank, N.A.
99.1 Press Release dated February 5, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SHARPS COMPLIANCE CORP.
By: /s/ David P. Tusa
----------------------------------------
Executive Vice President, Chief
Financial Officer and Business
Development
Dated: February 5, 2007
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Index to Exhibits
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10.1 Credit Agreement dated February 5, 2007, by and between Sharps Compliance
Corp. and JPMorgan Chase Bank, N.A.
10.2 Line of Credit Note dated February 5, 2007, by and between Sharps
Compliance Corp. and JPMorgan Chase Bank, N.A.
99.1 Press Release dated February 5, 2007
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