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): September 2, 2008
Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
000-33001
(Commission File Number)
| Delaware | 77-0154833 | |
| (State or other jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
1501 Industrial Road
San Carlos, CA 94070
(Address of principal executive offices)
650-802-0400
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On September 2, 2008, the Company executed the Second Amendment (the “Amendment”) to its Amended and Restated Credit Agreement with Wells Fargo Bank, National Association (Wells Fargo”). The Amendment corrects the leverage ratio in tier 1 of the applicable rate schedule and provides for Wells Fargo’s consent to the Company’s acquisition of NeuroCom International Inc. as a permitted investment. The credit facility contains covenants, including covenants relating to liquidity and other financial measurements, and provides for events of default, including failure to pay any interest when due, failure to perform or observe covenants, bankruptcy or insolvency events and the occurrence of a material adverse effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copies of the Second Amendment to Amended and Restated Credit Agreement attached hereto as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit |
Description | |
| 10.1 | Second Amendment to Amended and Restated Credit Agreement dated as of September 2, 2008 between Natus Medical Incorporated and Wells Fargo Bank, National Association. | |
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.
| NATUS MEDICAL INCORPORATED | ||||||||
| (Registrant) | ||||||||
| Dated: September 4, 2008 | By: | /s/ Steven J. Murphy | ||||||
| Vice President Finance and Chief Financial Officer | ||||||||
Exhibit Index
| Exhibit |
Description | |
| 10.1 | Second Amendment to Amended and Restated Credit Agreement dated as of September 2, 2008 between Natus Medical Incorporated and Wells Fargo Bank, National Association. | |