0001204459-12-000747.txt : 20120405 0001204459-12-000747.hdr.sgml : 20120405 20120405162215 ACCESSION NUMBER: 0001204459-12-000747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120405 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120405 DATE AS OF CHANGE: 20120405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPECIFICS TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000875622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113054851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34236 FILM NUMBER: 12745910 BUSINESS ADDRESS: STREET 1: 35 WILBUR ST CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: 5165937000 MAIL ADDRESS: STREET 1: 35 WILBUR STREET CITY: LYNBROOK STATE: NY ZIP: 11563 8-K 1 form8k.htm FORM 8-K BioSpecifics Technologies Corp.: Form 8-K - Filed by newsfilecorp.com

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): March 31, 2012

BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Delaware 001-34236 11-3054851
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
Of Incorporation)   Identification No.)

35 Wilbur Street
Lynbrook, NY 11563
(Address of Principal Executive Office) (Zip Code)

516.593.7000
(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 (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))

INTRODUCTORY COMMENT

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp. and its subsidiary, Advance Biofactures Corporation.

ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On March 31, 2012, the Company entered into an amendment to its existing agreement, dated August 27, 2008, related to the Company’s future royalty obligations for Peyronie’s disease. The amendment enables the Company to buy down a portion of its future royalty obligations in exchange for an initial cash payment payable within ten days of signing and four additional cash payments payable upon the occurrence of a milestone event.

A copy of the form of amendment is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
   
10.1 Amendment dated March 31, 2012*

* Portions of Exhibit 10.1 have been omitted pursuant to a request for confidential treatment.

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.

Date: April 5, 2012 BIOSPECIFICS TECHNOLOGIES CORP.
  ——————————————————
  (Registrant)
   
   
  /s/ Thomas L. Wegman
  ——————————————————
  Thomas L. Wegman
  President

EXHIBIT INDEX

Exhibit No. Description
10.1 Amendment made as of March 31, 2012

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 BioSpecifics Technologies Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

Exhibit 10.1

Confidential treatment requested under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXECUTION COPY

AMENDMENT TO
AMENDED AND RESTATED AGREEMENT

This AMENDMENT TO AMENDED AND RESTATED AGREEMENT is made as of the 31st day of March, 2012 (this “Amendment”) by and between <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> and ADVANCE BIOFACTURES CORPORATION AND ITS AFFILIATES, 35 Wilbur Street, Lynbrook, NY 11563 (collectively, the “Company”).

RECITALS

WHEREAS, <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> and the Company are parties to that certain Amended and Restated Agreement, dated as of August 27, 2008 (the “Agreement”); and

WHEREAS, <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> and the Company desire to amend the Agreement pursuant to the terms, provisions, covenants and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

I.           Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter.

II.          Changes to the Agreement. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

  4.

Compensation:


  a.

<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> shall receive from the Company in consideration of services to be rendered and rights granted hereunder the following compensation whether or not the Company has terminated his engagement prior thereto: <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>.

     
  b.

<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>.


EXECUTION COPY

  c.

<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>.

III.         Construction Principles. The terms and conditions of this Amendment shall amend, supersede, replace, govern and control over any conflicting or inconsistent terms and conditions in the Agreement, but except as modified in this Amendment, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect and are hereby ratified and reaffirmed by each of the undersigned parties. Unless otherwise defined in this Amendment, all capitalized terms shall have the same meanings as provided in the Agreement.

IV.          Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any otherwise applicable principles of conflicts of laws.

V.          Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement. Receipt by facsimile or electronic mail message of any executed signature page to this Amendment shall constitute effective delivery of such signature page.

[Signatures appear on the following page]

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

2

IN WITNESS WHEREOF, the parties have executed or caused this Amendment to Amended and Restated Agreement to be executed by their respective officers thereunto duly authorized, as applicable, effective as of the date first above written.

<OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION>

Advance Biofactures Corporation

By: ___________________________
Name: Thomas L. Wegman
Title: President