-----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, NLaa/2nFD/FCaKZ7o/yP65DqqyR8i/pzMZRr9dolNMvnFcQiVITOtBlOWSo7901q 3Y03G29CY4DezboG9G4E3w== 0001104659-06-079094.txt : 20061204 0001104659-06-079094.hdr.sgml : 20061204 20061204113118 ACCESSION NUMBER: 0001104659-06-079094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061128 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO REFERENCE LABORATORIES INC CENTRAL INDEX KEY: 0000792641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 222405059 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15266 FILM NUMBER: 061253080 BUSINESS ADDRESS: STREET 1: 481 EDWARD H ROSS DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 BUSINESS PHONE: 2017912186 MAIL ADDRESS: STREET 1: 481 EDWARD H ROSS DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-3118 FORMER COMPANY: FORMER CONFORMED NAME: MED MOBILE INC DATE OF NAME CHANGE: 19891115 8-K 1 a06-24954_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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) November 28, 2006

 

Bio-Reference Laboratories, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

 

0-15266

 

22-2405059

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

481 Edward H. Ross Drive, Elmwood Park, NJ

 

07407

(Address of principal executive offices)

 

(Zip Code)

 

(201) 791-2600

Registrant’s telephone number, including area code

 

 

(Former name or former address, if changed since last report.)

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

On November 28, 2006 (as of October 31, 2006), the Registrant executed a Fourth Amendment (the “Amendment”) to the Amended and Restated Loan and Security Agreement dated as of September 30, 2004 (the “Loan Agreement”) between the Registrant and PNC Bank, National Association (“PNC Bank”). The principal purpose of the Amendment, which had been previously agreed to, was to add BRLI No. 2 Acquisition Corp. (“Acquisition Corp.”), the Registrant’s wholly-owned subsidiary utilized as the vehicle to acquire the operating assets of GeneDx, Inc. (“GENEDX”), as one of the obligors (Borrowers) pursuant to the Loan Agreement, and to formalize the repayment terms of the $5 million term loan from PNC Bank (the “Term Loan”) used by Acquisition Corp. to fund the $5 million acquisition Cash Payment. Acquisition Corp. completed the purchase of the operating assets of GENDX, a gene based testing laboratory located in Gaithersburg, Maryland on September 26, 2006. The Term Loan is evidenced by a secured promissory note (the “Term Note”) payable over a six year term in equal monthly principal payments of $69,444.44 plus interest, at an annual rate of LIBOR plus one and one-half percent. In addition, the Registrant and its Co-Borrower subsidiaries executed an Eighth Amended and Restated Secured Revolving Note payable to PNC Bank extending its $30 million Revolving Line of Credit through October 31, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized.

 

Bio-Reference Laboratories, Inc.

 

(Registrant)

 

 

 

 

 

By

    /S/ Marc D. Grodman, President

 

 

 

          Marc D. Grodman, President

 

 

 

Date: December 4, 2006

 

 


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