UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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): October 24, 2006
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-28740
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05-0489664 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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100 Clearbrook Road, Elmsford, New York |
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10523 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code (914) 460-1600
(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:
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 2.01 Entry Into a Material Definitive Agreement.
On July 14, 2006, BioScrip, Inc. (the Company), through its MIM Funding LLC (MIM Funding)
subsidiary, entered into an Extension and Fourth Amendment to the Loan and Security Agreement
(LSA), dated as of November 1, 2000, between MIM Funding and HFG Healthco-4 LLC (HFG) to, among
other things, (i) extend the maturity date of the LSA from November 1, 2006 to November 1, 2010;
(ii) change the interest rate from LIBO plus 2.4% to LIBOR plus a variable interest rate based on
the Companys Debt/EBITDA Ratio for the relevant interest calculation period; and (iii) decrease
the non-utilization fee to 0.35% per annum. In connection therewith, the Company agreed to pay
HFG a renewal fee of $262,500 on or before November 1, 2006,
Also on October 24, 2006, the Company, through its subsidiaries BioScrip PBM Services, Inc.,
BioScrip Infusion Services, LLC, BioScrip Pharmacy Services, Inc., BioScrip Infusion Services,
Inc., BioScrip Pharmacy, Inc., JPD, Inc. d/b/a Northland Pharmacy and Natural Living, Inc. d/b/a
BioScrip Pharmacy (collectively, the Providers), entered into an Extension and Seventh Amendment
to the Receivables Purchase and Transfer Agreement, dated as of November 1, 2000 (the RPTA),
among the Providers and MIM Funding LLC (the Purchaser), which was consented to by the Company
and with HFG Healthco-4 LLC, an affiliate of Healthcare Finance Group, Inc. (HFG). Under the
terms of the Extension and Seventh Amendment, among other things, (i) certain financial covenants
were modified as set forth therein; (ii) each Provider agreed to grant to the Purchaser a security
interest in all shares of capital stock, limited liability company interests, membership interests
and all other interests held by a Provider in a subsidiary of such Provider, (iii) the termination
date was extended to November 1, 2010; and (iv) the Providers agreed to maintain at all times
consolidated liquidity greater than $10,000,000.
The foregoing summary is qualified in its entirety by reference to the complete text of the
Extension and Fourth Amendment to the LSA and the Extension and Seventh Amendment to the RPTA,
copies of which are attached as Exhibits 10.1 and 10.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following are furnished as exhibits to this Current Report:
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Exhibit No. |
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Description of Exhibit |
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10.1
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Form of Extension and Seventh Amendment to the Receivables Purchase and Transfer Agreement |
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10.2
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Form of Extension and Fourth Amendment to Loan and Security Agreement |
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