8-K 1 t74766_8k.htm FORM 8-K t74766_8k.htm



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
(October 10, 2012)

(Exact name of registrant as specified in charter)

000 - 15443
(State of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

5203 Bristol Industrial Way
Buford, Georgia 30518
(Address of principal executive offices / Zip Code)

(770) 271-0233
(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:
Written communications pursuant to Rule 425 under the Securities Act.
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.


Item 1.01
Entry into a Material Definitive Agreement

On October 10, 2012, Theragenics Corporation and its subsidiaries (collectively, the “Company”) executed a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”).  The Credit Agreement provides for up to $40 million of borrowings under a revolving credit facility (the “Revolver”).  The Revolver matures on October 10, 2015 with interest on outstanding borrowings payable at the London Interbank Offered Rate (“LIBOR”) plus 1.75%.  The Revolver also provides for a $5 million sub-limit for trade and stand-by letters of credit.  The Credit Agreement is unsecured, but provides for a lien to be established on substantially all assets of the Company upon certain events of default.  The Credit Agreement contains representations and warranties, as well as affirmative, reporting and negative covenants customary for financings of this type.  Among other things, the Credit Agreement restricts the incurrence of certain additional debt and requires the maintenance of certain financial ratios, including a minimum fixed charge coverage ratio, a maximum senior liabilities to tangible net worth ratio, and the maintenance of minimum liquid assets of $10 million, as all such ratios and terms are defined in the Credit Agreement.  At October 10, 2012, outstanding borrowings totaled $22 million under the Revolver and outstanding letters of credit totaled approximately $946,000.  The obligations of Theragenics Corporation and each of its subsidiaries under the Credit Agreement, as co-borrowers, are joint and several.

The Credit Agreement described above amends and restates the May 27, 2009 credit agreement with Wells Fargo (as successor to Wachovia Bank), which was scheduled to mature on October 31, 2012 and provided for a $30 million revolving loan and letter of credit commitment.

The above description is a summary of the material terms of the Credit Agreement.  This description is qualified by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Form 8-K.

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

The information set forth in Item 1.01 is incorporated by reference.

Item 9.01
Financial Statements and Exhibits

(d)           Exhibits

Exhibit Number
Second Amended and Restated Credit Agreement dated as of October 10, 2012 among the Company, C.P. Medical Corporation, Galt Medical Corp., NeedleTech Products, Inc. and Wells Fargo, together with related Second Amended and  Restated and Consolidated Line of Credit Note.




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 thereunto duly authorized.
Dated: October 16, 2012
/s/ M. Christine Jacobs  
M. Christine Jacobs
Chief Executive Officer