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)
November
13, 2008
Bovie
Medical Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-31885
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11-2644611
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(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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734
Walt Whitman Road, Melville, New York
11747
(Address
of principal executive offices) (Zip
Code)
(631)
421-5452
Registrant's
telephone number, including area code
N/A
(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
(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 l4a-12 under the Exchange Act (17
CFR
240.l4a-12)
o
Pre-commencement
communications
pursuant to Rule l4d- 2(b) under the Exchange Act (17 CFR 240. l4d-
2(b)
o
Pre-commencement
communications
pursuant to Rule 13 e-4( c) under the Exchange Act (17 CFR 240.13 e-4(
c)
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
In
November, 2008, pursuant to Bovie Medical Corporation’s (“Bovie”) request,
Pinellas County Industrial Revenue Authority (Florida) concluded an industrial
revenue bond offering (the “Bond Offering”) and issued $4,000,000 principal
amount of its 20-year Industrial Development Bonds, series 2008, (the “Bonds”)
for the purpose of lending the proceeds to our Company to finance the
anticipated relocation, consolidation and equipping of our manufacturing
operations in our new recently purchased facility in Largo, Florida. This
will
provide sufficient space needed to accommodate our anticipated new product
lines.
Pursuant
to the closing of the Bond Offering, on November 13, 2008, Bovie simultaneously
entered into a loan agreement with (the “Pinellas County Industrial Revenue
Authority”) whereby Bovie borrowed the $4,000,000 of Bond proceeds to repay the
acquisition costs and to finance the above described consolidation. In addition
we entered into a letter of credit agreement (“Letter of Credit”) on that same
date with RBC Centura (“RBC Bank”) which, in effect, will insure the payment by
us of the costs and expenses related to the Bonds including payments of
interest, principal and redemption premium, if any, on the Bonds.
Presently
the initial interest rate on the Bonds is a weekly rate as defined in the
Indenture which amounts to approximately 4.25% per annum payable monthly
commencing December 1, 2008 based upon a 20-year amortization. We and RBC
Bank
are monitoring the rates available and it is our intention to lock-in at
a
longer term fixed rate as soon as practicable.
At
the
closing of the Bond Offering we applied a total of $2,555,000 of Bond proceeds
towards the pay down of the outstanding balance on our credit line, which
had
been used to purchase our new facility in September, 2008. This Bond closing
and
credit line repayment had the effect of increasing our over-all working capital
position by having a -0- balance payable under our $5,000,000 credit line,
and
except for current payables, the majority of the indebtedness incurred from
the
Bond offering and Loan Agreement will be shifted from “current” to “long-term”
liabilities.
The
Loan
Agreement and the Letter of Credit Agreement provide for the acceleration
of
indebtedness upon the occurrence of an event of default consisting of, among
others: (i) our failure to pay any amount when due under the terms of the
letter
of Credit Agreement or Loan Agreement; (ii) our failure to perform any term,
covenant or agreement contained in such agreements and such failure continues
and remains unremedied for 30-days after its discovery or written notice
to us
by RBC Bank provided
however,
if such
failure cannot be corrected within the applicable time, the Bank will not
unreasonably withhold its consent to an extension if it appears such failure
can
be corrected and we are diligently pursuing such correction; (iii) if we
trigger
an event of default in any other loan agreement, line of credit, financial
contract or other loan document and we fail to cure same; (iv) if we fail
to pay
our debts or indebtedness when they become due, or if we file a petition
for
relief under any bankruptcy, insolvency or moratorium law relating to debtors;
(v) if we or any affiliates file a petition for liquidation, reorganization
or
other relief seeking the appointment of a custodian, trustee, receiver, or
liquidator or otherwise fail to contest any such proceeding filed against
us or
otherwise consent to such; (vi) any judgment is filed against us an excess
of
$50,000 and enforcement proceedings are commenced and a stay in such proceedings
is not in effect as to such after 30 days; and (vii) if we sustain a
non-monetary judgment is granted against us which could have a material adverse
effect upon our business, results of operations financial condition, assets
or
prospects and there shall be no stay of enforcement of such judgment in effect
after a 30-day period.
Total
disbursements from the Bond account at closing (after applying $2,555,000
to
reimburse our line of credit in connection with the building acquisition)
aggregated $2,806,557 leaving a balance of 1,264,381 available from the Bond
Offering proceeds for building renovation cost.
SIGNATURES
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.
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BOVIE
MEDICAL CORPORATION
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| Date: November
18, 2008 |
By: |
/s/ Andrew
Makrides |
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Andrew
Makrides, President |
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