-----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, MHxO1kR1B0ppqe+iEZRQkXKdbo8nAq7tAtr0VU+4qHH+nQjhho7pIO/udc3t3HoE WOvQFzXvrvS0LGavwWnAiw== 0001200952-08-000176.txt : 20080401 0001200952-08-000176.hdr.sgml : 20080401 20080401163149 ACCESSION NUMBER: 0001200952-08-000176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080328 ITEM INFORMATION: Entry into 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: 20080401 DATE AS OF CHANGE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNTHETECH INC CENTRAL INDEX KEY: 0000749290 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 840845771 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12992 FILM NUMBER: 08729788 BUSINESS ADDRESS: STREET 1: 1290 INDUSTRIAL WAY CITY: ALBANY STATE: OR ZIP: 97321 BUSINESS PHONE: 5419676575 MAIL ADDRESS: STREET 1: 1290 INDUSTRIAL WAY CITY: ALBANY STATE: OR ZIP: 97321 8-K 1 syn_8k-80401.htm FORM 8-K syn_8k-80401.htm
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


March 28, 2008
Date of Report
(Date of earliest event reported)


SYNTHETECH, INC.
(Exact name of registrant as specified in its charter)

Oregon
000-12992
84-0845771
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)

1290 Industrial Way, P.O. Box 646, Albany Oregon 97321
(Address of principal executive offices) (Zip Code)

(541) 967-6575
(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):

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 1.01 
Entry Into a Material Definitive Agreement

The information provided in Item 2.03 of this current report on Form 8-K is incorporated herein by this reference.

Item 2.03 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 28, 2008, Synthetech, Inc. entered into a Third Amendment of Loan and Security Agreement dated as of March 19, 2008 (the "Amendment"), which amends the Loan and Security Agreement originally dated June 15, 2006, with Access Business Finance LLC (as amended, the “Agreement”).  Pursuant to the Amendment, the borrowing base on eligible inventory increased from 40% to 50%, so that Synthetech may now borrow under the line of credit an amount equal to the lesser of (a) $2,000,000 and (b) a borrowing base equal to (i) 85% of Synthetech’s eligible accounts receivable plus (ii) the lesser of (x) 50% of the value of Synthetech’s eligible inventory or (y) $1,500,000.  In addition, the Amendment extended the Agreement through June 15, 2009.  Finally, the Amendment increased the annual loan fee from 0.75% to 1.0%.  Synthetech paid such loan fee on March 28, 2008 for the renewal term ending June 15, 2009.

Except as modified by the Amendment, the terms of the Agreement remain unchanged.

A copy of the Amendment is filed as an exhibit to this report and is incorporated into this Item 2.03 by this reference.

Item 9.01 
Financial Statements and Exhibits

(c) Exhibits

Exhibit No.                                Description
 
10.1
Third Amendment of Loan and Security Agreement dated as of March 19, 2008, between Synthetech, Inc. and Access Business Finance, LLC.



SIGNATURE

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.
 
     
       
Date: April 1, 2008
By:
/s/ Gary Weber  
   
Gary Weber
 
   
Vice President of Finance,
 
   
Chief Financial Officer
 

 
EX-10.1 2 syn_ex101-80401.htm THIRD AMENDMENT OF LOAN AND SECURITY AGREEMENT syn_ex101-80401.htm
Exhibit 10.1

THIRD AMENDMENT OF LOAN AND SECURITY AGREEMENT


This THIRD  AMENDMENT OF LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of March 19, 2008, by and between Synthetech, Inc., an Oregon Corporation, having a place of business at 1290 Industrial Way Albany, OR  97322 (“Borrower”) and ACCESS BUSINESS FINANCE LLC, having a principal place of business at 14205 S. E. 36th Street, Suite 350, Bellevue, WA  98006 (“Lender”).

RECITALS


 
A. 
Borrower and Lender have entered into that certain Loan and Security Agreement dated as ofJune 15, 2006 (as amended or modified to the date hereof, the “Loan Agreement”).

 
B. 
Borrower has requested that Lender amend, and Lender has agreed to amend, the Loan Agreement to:

 
1. 
 Increase the Borrowing Base on Eligible Inventory from 40% to 50%.
 
2. 
 Extend the Loan and Security Agreement through June 15, 2009.
 
3. 
 Increase the Annual Loan Fee from .75% to 1% and pay the Loan Fee for the Renewal Term ending June 15, 2009 on March 28, 2008.

NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the parties hereby agree as follows:

AGREEMENT

1.    Amendment of the Loan Agreement.  The Loan Agreement is hereby amended as follows, effective as of the date hereof:

 
1.1
The term “Borrowing Base” is changed to read in its entirety: “the sum of:  (i) Eighty-Five (85%) percent of the Net Face Amount of Borrower's Eligible Accounts, plus the lesser of (1) Fifty (50%) percent of the Value of Eligible Inventory, (2) $1,500,000.00 or N/A of the Net Face Amount of Borrower’s Eligible Accounts.
 
1.2 
The term “Contractual Termination Date” is changed in its entirety to read:  “The end of the Initial Term, any Renewal Term, or June 15, 2009.”
 
1.3 
The term “Loan Fee” is amended and shall be increased to 1% of the Maximum Amount at the time this fee accrues.  The fee for the Renewal Term ending June 15, 2009 is due on March 28, 2008.

2.    Modification.  Except as expressly modified hereby, the Loan Agreement shall remain unchanged and in full force and effect.

3.    Conflicts.  If a conflict exists between the provisions of the Loan Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

4.    Further Assurances.  Borrower agrees to make and execute such other documents as may be necessary or required to effectuate the terms and conditions of this Agreement.

5.    Future Modifications.  This Amendment does not entitle, or imply any consent or agreement to, any further or future modification of, amendment to, waiver of, or consent with respect to any provision of the Loan Agreement.

6.    Severability.  In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 
 

 
7.    Headings.  Section headings and numbers have been set forth for convenience only.

8.    Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  Delivery of an executed counterpart of the signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this  Amendment, and any party delivering such an executed counterpart of the signature page to this Amendment by telefacsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Amendment to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
 
 
  Synthetech, Inc.  
       
 
By:
/s/ Gary Weber  
    Gary Weber  
  Title: VP Finance, CFO  
       

  ACCESS BUSINESS FINANCE, LLC  
       
 
By:
/s/ Mark King  
       
  Title: Director of Operations  
       
 


                                                        


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