-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJ7+C2VBYbPpssTw8Gnk8rlTM1RyDhw70MsU9Zncw+z0GGfr6xhEKbc1mqsS9QAf iiL/SuD84YfwdlgNnyKA6A== 0000910647-07-000001.txt : 20070202 0000910647-07-000001.hdr.sgml : 20070202 20070202170851 ACCESSION NUMBER: 0000910647-07-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGI INC CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 07577353 BUSINESS ADDRESS: STREET 1: WHEAT RD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: WHEAT ROAD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 8-K 1 igi8-k_66530.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 29, 2007

___________________________________________________________

 

IGI, INC.

 

(Exact Name of Registrant as Specified in Charter)

___________________________________________________________

 

Delaware

001-08568

01-0355758

(State or Other Jurisdiction

(Commission File Number)

(I.R.S. Employer

of Incorporation)

 

Identification Number)

 

105 Lincoln Avenue

Buena, New Jersey 08310

(Address of Principal Executive Offices) (Zip Code)

 

(856) 697-1441

(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))

<PAGE>

Item 1.01      Entry into a Material Definitive Agreement.

 

      On January 30, 2007, IGI, Inc. ("Company) entered into a $1,000,000 line of credit agreement ("Credit Agreement") with Pinnacle Mountain Partners, LLC for a term of eighteen months. The Credit Agreement permits the Company to borrow money on the available principal balance which has not been borrowed by the Company during the term of the Credit Agreement. The Company may also repay the outstanding balance of the Credit Agreement and continue to draw down on the balance. Any principal balance outstanding at the end of the term must be repaid together with interest. Loans under the Credit Agreement bear interest at prime plus 1.5% and are secured by assets of the Company (other than real property). All accrued and unpaid interest is payable monthly in arrears on the first of each month.

 

      On January 31, 2007, The Company entered into a letter agreement (the "Letter Agreement") with Univest Management EPSP, c/o Frank Gerardi, Trustee ("Univest"). Pursuant to the Letter Agreement, the maturity date of the secured promissory note, dated December 12, 2005, in favor of Univest in the principal amount of $1,000,000 was extended until February 28, 2007. Previously, the note was set to mature January 31, 2007 or the sale of the Company's real property. Mr. Gerardi is the Chairman of the Board of Directors of the Company and he is the trustee of, and controls Univest.

 

Item 1.02      Termination of a Material Definitive Agreement

 

      On January 29, 2007, the Company terminated the $1,000,000 line of credit agreement ("Agreement") with Pharmachem Laboratories, Inc. ("Pharmachem"). All monies borrowed under this agreement plus accrued interest was paid to Pharmachem on January 29, 2007. Loans made under the Agreement were interest bearing at prime plus 1.5% and were secured by assets of the Company (other than real property). All accrued and unpaid interest was payable monthly in arrears on the first of each month.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

      On January 30, 2007 the Registrant received a draw of $500,000 from Pinnacle Mountain Partners, LLC Credit Agreement. The terms of the loan were finalized on January 29, 2007 and are set forth in Item 1.01, which is incorporated herein by reference.

 

      The disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

 

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

Letter Agreement, dated January 31, 2007 between IGI, Inc. and Univest Management EPSP, c/o Frank Gerardi, Trustee.

<PAGE>

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.

 

IGI, INC.

 
 

By:/s/ Carlene A. Lloyd

 

Carlene A. Lloyd

 

Vice President of Finance

 

Date:   February 2, 2007

<PAGE>

EXHIBIT INDEX

 

Exhibit

 

Number

Description

   

10.1

Letter Agreement, dated January 31, 2007 between IGI, Inc. and

 

Univest Management EPSP, c/o Frank Gerardi, Trustee.

<PAGE>

EX-10 2 ex10-66530.htm EXHIBIT 10.1

 

January 31, 2007

 

Univest Management EPSP,

c/o Frank Gerardi, Trustee

149 West Village Way

Jupiter, FL 33458

 

      Re:    Secured Promissory Note

 

Dear Mr. Gerardi:

 

      In connection with Secured Promissory Note, dated December 12, 2005 (the "Note"), as amended by letter agreement dated January 30, 2006, by letter agreement dated July 21, 2006, by letter agreement dated October 4, 2006, and by letter agreement dated December 29, 2006, in favor of Univest Management EPSP, c/o Frank Gerardi, Trustee (the "Holder"), this letter sets forth the agreement of the parties hereto to amend the maturity date of said Note.

 

      By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Note is amended by:

 

      1.    Replacing the last sentence of the first paragraph thereof (definition of Maturity Date) with:

 

            As used herein, the "Maturity Date" means February 28, 2007.

 

      All other provisions of the Note, as amended from time to time, shall remain in full force and effect.

 

      The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent an accomplish the purposes of this letter agreement. This agreement may be signed in counterparts and by facsimile.

 

[remainder of page intentionally left blank]

<PAGE>

      Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.

 

Sincerely,

IGI, INC.

By:

/s/ Carlene Lloyd


Name:  Carlene Lloyd

Title:  Vice President of Finance

ACCEPTED AND AGREED:

By: UNIVEST MANAGEMENT EPSP

/s/ Frank Gerardi


Frank Gerardi, Trustee

<PAGE>

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