-----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, PUqcDPd9MZrYjZcoOzLJdoQkWSInD5uIm52IiBOxdGh9CiKMRiEHELRn+nfQR/2k HWW0SzxS8hWEuIHPxPqxlg== 0001028212-06-000012.txt : 20060526 0001028212-06-000012.hdr.sgml : 20060526 20060526163412 ACCESSION NUMBER: 0001028212-06-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIALYSIS CORP OF AMERICA CENTRAL INDEX KEY: 0000201653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 591757642 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08527 FILM NUMBER: 06871083 BUSINESS ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 BUSINESS PHONE: 7177306164 MAIL ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 8-K 1 vinelandmod.txt DIALYSIS CORPORATION OF AMERICA FORM 8-K 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) May 26, 2006 (May 25, 2006) _______________ DIALYSIS CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Florida 0-8527 59-1757642 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1302 Concourse Drive, Suite 204, Linthicum, MD 21090 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 694-0500 _______________ 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 (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 8.01 Other Events The Company's majority owned subsidiary, DCA of Vineland, LLC (the "LLC"), entered into a Debt Modification Agreement on May 25, 2006 (the "Agreement") with Mercantile Eastern Shore Bank (successor in merger to St. Michaels Bank) (the "Bank") to (i) extend the term of its loan, originally $700,000 now approximately $574,000, from December 7, 2007 to May 2, 2026, subject to review by the Bank every five years; and (ii) to modify the interest from prime plus 1% to the Bank's prime rate (floating). The Company had guaranteed the original loan of the LLC and entered into a Notice and Consent to Modification by Guarantor with the Bank. The loan to the LLC had been and continues to be secured by the Company's property in Easton, Maryland. Item 9.01 Financial Statements and Exhibits (d) Exhibits (99) Additional Exhibits 99.1 Debt Modification Agreement by DCA of Vineland, LLC dated May 25, 2006. 99.2 Notice and Consent To Modification By Guarantor [the Company] dated May 25, 2006. 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. DIALYSIS CORPORATION OF AMERICA /s/ Daniel R. Ouzts By------------------------------------ DANIEL R. OUZTS Vice President, Finance, Chief Financial Officer, Chief Accounting Officer and Treasurer Dated: May 26, 2006 EXHIBIT INDEX 99.1 Debt Modification Agreement by DCA of Vineland, LLC dated May 25, 2006. 99.2 Notice and Consent To Modification By Guarantor [the Company] dated May 25, 2006. EX-99.1 2 debt.txt DEBT MODIFICATION AGREEMENT
- ------------------------------------------------------------------------------------------ PRIOR : LOAN ACCT. NOTE NOTE MATURITY OBLIGATION : NUMBER NUMBER DATE AMOUNT DATE INFORMATION : 3362109701 11/02/00 $700,000.00 12/02/07 : - ------------------------------------------------------------------------------------------ : AMENDED : LOAN ACCT. MODIFICATION NOTE OBLIGATION : NUMBER NUMBER DATE AMOUNT INFORMATION : 3362109701 05/25/06 $574,149.57 : : MATURITY INDEX INTEREST INITIALS : DATE (w/margin) RATE : 05/02/26 01 - Mercantile 8.000% WWD : Prime Rate : : Creditor Use Only - ------------------------------------------------------------------------------------------
DEBT MODIFICATION AGREEMENT DATE AND PARTIES. The date of this Debt Modification Agreement (Modification) is May 25, 2006. The parties and their addresses are: LENDER: MERCANTILE EASTERN SHORE BANK (Successor in merger to St. Michaels Bank) 211 High Street P.O. Box 60 Chestertown, Maryland 21620 BORROWER: DCA OF VINELAND LLC a New Jersey Limited Liability Company Building 2, Suite 2c Main Street Commons 1450 E. Chestnut Ave. Vineland, NJ 08361 1. DEFINITIONS. In this Modification, these terms have the following meanings: A. Pronouns. The pronouns "I," "me," and "my" refer to each Borrower signing this Modification, individually and together with their heirs, executors, administrators, successors, and assigns. "You" and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires an interest in the Modification or Prior Obligation. B. Amended Obligation. Amended Obligation is the resulting agreement that is created when the Modification amends the Prior Obligation. It is described above in the AMENDED OBLIGATION INFORMATION section. C. Loan. Loan refers to this transaction generally. It includes the obligations and duties arising from the terms of all documents prepared or submitted in association with the Prior Obligation and this modification, such as applications, security agreements, disclosures, notes, agreements and this Modification. D. Modification. Modification refers to this Debt Modification Agreement. E. Prior Obligation. Prior Obligation refers to my existing agreement described above in the PRIOR OBLIGATION INFORMATION section, and any previous extensions, renewals, modifications or substitutions of it. 2. BACKGROUND. You and I have previously entered into a Prior Obligation. As of the date of this Modification, the outstanding, unpaid balance of the Prior Obligation is $574,149.57. Conditions have changed since the execution of the Prior Obligation instruments. In response, and for value received, you and I agree to modify the terms of the Prior Obligation, as provided for in this Modification. 3. TERMS. The Prior Obligation is modified as follows: A. Interest. Our agreement for the payment of interest is modified to read: (1) INTEREST. Interest will accrue on the unpaid Principal balance of this Loan at the rate of 8.000 percent (Interest Rate) until May 26, 2006, after which time it may change as described in the Variable Rate subjection. (a) Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Loan will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me. (b) Statutory Authority. The amount assessed or collected on this Loan is authorized by Subtitle 1, Section 12-103(e) of Title 12 of the Commercial Law Article of the Annotated Code of Maryland. (c) Accrual. Interest accrues using an Actual/360 days counting method. (d) Variable Rate. The Interest Rate may change during the term of this transaction. (1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: Mercantile Prime Rate. The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate of the Loan will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice. (2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change May 26, 2006 and daily thereafter. (3) Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index. The result of this calculation will be rounded to the nearest .001 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on the Loan will never exceed the highest rate or charge allowed by law for the Loan. (4) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments and the amount of the final payment will change. B. Payments. The payment provision is modified to read: (1) PAYMENT. I agree to pay the Loan in installments of Principal and of accrued interest. I will make payments of accrued interest beginning Jun 12, 2006, and then on the 2nd day of each month thereafter. I will make Principal payments of $2,401.53 beginning June 2, 2006, and then on the 2nd day of each month thereafter. A final payment of Principal, together with any accrued but unpaid interest, will be due May 2, 2026. Payments will be rounded up to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month. C. Fees and Charges. As additional consideration for your consent to enter into this Modification Agreement, I agree to pay, or have paid these additional fees and charges: (1) Late Charge. If a payment is more than 15 days late, I will be charged 10.000 percent of the Unpaid Portion of Payment* or $.10.00, whichever is greater. I will pay this late charge promptly but only once for each late payment. * unpaid installments of principal and interest then due D. Insurance. I understand and agree that any insurance premiums paid to insurance companies as part of this Amended Obligation will involve money retained or paid to you as commissions or other remuneration. (1) Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in an update flood plain map. If required in the future, I may obtain flood insurance from anyone I want that is reasonably acceptable to you. 4. CONTINUATION OF TERMS. Except as specifically amended by this Modification, all of the terms of the Prior Obligation shall remain in full force and effect. 5. WAIVER. I waive all claims, defenses, setoffs, or counterclaims relating to the Prior Obligation, or any document securing the Prior Obligation, that I may have. Any party to the Prior Obligation that does not sign this Modification, shall remain liable under the terms of the Prior Obligation unless released in writing by you. 6. REASON FOR MODIFICATION. To change the interest rate and the maturity date. 7. ADDITIONAL TERMS. The interest rate, repayment terms and/or renewal terms as set forth above will be subject to review and adjustment every 5 years. 8. SIGNATURES. By signing under seal, I agree to the terms contained in this Modification. I also acknowledge receipt of a copy of this Modification. BORROWER: DCA of Vineland LLC /s/ Daniel R. Ouzts By-----------------------------------(Seal) Daniel R. Ouzts, Treasurer EX-99.2 3 notice.txt NOTICE AND CONSENT NOTICE AND CONSENT TO MODIFICATION BY GUARANTOR DATE AND PARTIES. The date of this Notice And Consent To Modification By Guarantor (Notice) is May 25, 2006. The parties and their addresses are: LENDER: MERCANTILE EASTERN SHORE BANK (Successor in Merger to St. Michaels Bank) 211 High Street P.O. Box 60 Chestertown, Maryland 21620 Telephone: (410) 778-2400 BORROWER: DCA OF VINELAND LLC Building 2 Suite 2c Main Street Commons 1450 E. Chestnut Ave. Vineland, NJ 08361 GUARANTOR: DIALYSIS CORPORATION OF AMERICA 2337 West 76th Street Hialeah, Florida 33016 1. DEFINITIONS. In this Notice, these terms have the following meanings: A. Pronouns. The pronouns "I," "me" and "my" refer to all persons or entities signing this Notice, individually and together with their heirs, successors and assigns. "You" and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Modification or Prior Obligation. B. Modification. Modification refers to the Debt Modification Agreement dated May 25, 2006 and executed by you and the Borrower. C. Prior Obligation. Prior Obligation refers to the Borrower's existing agreement to pay you money, dated November 2, 2000. D. Guaranty. Guaranty refers to my previous agreement to absolutely and unconditionally promise to pay you and guaranty to you the full and prompt payment of the Prior Obligation. 2. NOTICE TO GUARANTOR. I acknowledge that the Borrower has requested a modification to the terms of the Prior Obligation and that you have agreed to modify the Prior Obligation, subject to the terms and conditions contained in the Modification. A copy of the Modification is attached to this Notice. 3. CONSENT BY GUARANTOR. I unconditionally consent to the Modification. Except to the extent that the Modification expressly modifies the terms and conditions of the Prior Obligation, I acknowledge that the terms and conditions of the Prior Obligation and the Guaranty continue in full force and effect. SIGNATURES. I agree to the terms contained in this Notice. I also acknowledge receipt of a copy of this Notice. GUARANTOR: Dialysis Corporation of America /s/ Daniel R. Ouzts By ------------------------------ Daniel R. Ouzts, Vice president/Finance -----END PRIVACY-ENHANCED MESSAGE-----