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):
August 31, 2004
TRANSGENOMIC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30975 911789357
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
12325 Emmet Street, Omaha, Nebraska 68164
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(Address of principal executive offices) (Zip Code)
(402) 452-5400
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2004, the Registrant and Laurus Master Fund, Ltd. ("Laurus")
amended the Security Agreement ("Security Agreement"), Secured Convertible
Minimum Borrowing Note ("Minimum Borrowing Note"), Secured Revolving Note
("Revolving Note") and Registration Rights Agreement originally executed by such
parties on December 3, 2003 (collectively, the "Revolving Line of Credit"), as
well as the Waiver Letter dated February 20, 2004 made by Laurus and agreed to
by Registrant in connection with the Revolving Line of Credit. Pursuant to the
amendment, the Fixed Conversion Price set forth in each of the Minimum Borrowing
Note and the Revolving Note was reduced from $2.20 per share to $1.00 per share.
Additionally, it was agreed that for any day on which the closing price for the
Registrant's common stock equals or exceeds $1.75 per share, the interest rate
on the amounts due pursuant to the Minimum Borrower Note and the Revolving Note
shall be 0%. Laurus further agreed to extend the Waiver Letter, which had
suspended the borrowing base limitation on the amount which may be borrowed by
the Registrant under the Revolving Line of Credit, through March 19, 2005.
Finally, the Registrant agreed to issue an additional common stock purchase
warrant to Laurus to purchase up to 400,000 shares of the common stock of the
Registrant at a price equal to $1.25 per share.
Also on August 31, 2004, the Registrant and Laurus amended the Securities
Purchase Agreement ("Securities Purchase Agreement"), Secured Convertible Term
Note ("Term Note") and Registration Rights Agreement originally executed by such
parties on February 19, 2004 (collectively, the "Term Loan"). Pursuant to the
amendment, the Fixed Conversion Price set forth in the Term Note was reduced
from $2.61 per share to $1.00 per share. Laurus further agreed to convert into
common stock $150,000 in principal due under the Term Note and interest that
accrued prior to August 1, 2004 under the Term Note as promptly as practicable.
Additionally, the amortization schedule for payments due under the Term Note was
modified to delay the date on which certain payments become due. Finally, it was
agreed that for any day on which the closing price for the Registrant's common
stock equals or exceeds $1.75 per share, the interest rate on the amounts due
pursuant to the Term Note shall be 0%.
The Registrant will account for the issuance of the additional common
stock purchase warrants and the reduction in the Fixed Conversion Prices as
additional deferred financing costs that will be recognized as non-cash charges
over the remaining terms of the agreements.
There is no material relationship between the Registrant and Laurus other
than under these two lending arrangements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: [September 1, 2004] TRANSGENOMIC, INC.
By: /s/ Michael Summers
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Michael Summers,
Chief Financial Officer
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