8-K 1 f8k_100404.txt CURRENT REPORT 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): September 30, 2004 ORTHOFIX INTERNATIONAL N.V. (Exact name of registrant as specified in charter) NETHERLANDS ANTILLES 0-19961 N/A (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 7 Abraham de Veerstraat, Curacao, Netherlands Antilles (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 011-59-99-465-8525 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): [ ] 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)) 1 Item 1.01. Entry into a Material Definitive Agreement ------------------------------------------ As of September 30, 2004, Colgate Medical Ltd. ("Colgate"), an indirect wholly owned subsidiary of Orthofix International N.V. ("Orthofix"), entered into an amendment (the "First Amendment") to the Credit Agreement, dated as of December 30, 2003 (as so amended, the "Credit Agreement"), among Colgate, Orthofix and certain of its subsidiaries, the lenders party thereto, and Wachovia Bank, National Association ("Wachovia"), as administrative agent. Orthofix and certain of its subsidiaries are parties to the First Amendment as guarantors. The First Amendment reduces the interest rate applicable to borrowings under the Credit Agreement. At the same time as entering into the First Amendment, Colgate has made a voluntary prepayment of $10,350,000 on the borrowings under the Credit Agreement. Wachovia and its affiliates provide other services to Orthofix. The First Amendment is attached hereto as Exhibit 10.1. The Credit Agreement dated as of December 30, 2003 was filed as Exhibit 10.3 to a Form 8-K filed on January 8, 2004. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit 10.1 First Amendment to Credit Agreement, dated as of September 30, 2004, among Colgate Medical Ltd., as borrower, Orthofix International N.V. and certain of its subsidiaries as guarantors, the lenders parties thereto, and Wachovia Bank, National Association, as administrative agent. 2 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. ORTHOFIX INTERNATIONAL N.V. By: /S/ THOMAS HEIN ------------------------------------- Name: Thomas Hein Title: Chief Financial Officer Date: October 6, 2004 3