-----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, O5C48wh/ZuTchH8mhzDRZhbWU9yTlwCvNGq4v7hf45SzpH/Rmu7023QfRBfR4gxA icwW1rzDW3Y0WbZAPonwwA== 0000915127-07-000056.txt : 20070618 0000915127-07-000056.hdr.sgml : 20070618 20070618121608 ACCESSION NUMBER: 0000915127-07-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070618 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33323 FILM NUMBER: 07925011 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 8-K 1 k8_061807.txt ENTRY INTO MATERIAL DEFINITIVE AGREEMENT 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): June 13, 2007 PHC, Inc. (Exact Name of Registrant as Specified in its Charter) Massachusetts (State of Incorporation or Organization) 0-22916 04-2601571 (Commission File Number) (I.R.S. Employer Identification No.) 200 Lake Street, Suite 102, Peabody, Massachusetts 01960 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 536-2777 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-4c)) 1 Item 1.01. Entry into a Material Definitive Agreement On June 13, 2007, the Company entered into an amended and restated revolving credit, term loan and security agreement with CapitalSource Finance, LLC to replace the Company's current agreement with the same lender to lower interest rates and provide additional liquidity. Each of the Company's material subsidiaries, other than Pivotal Research Centers, Inc, is a co-borrower under the agreement. The agreement includes a term loan in the amount of $3,000,000 and an accounts receivable funding revolving credit agreement with a maximum loan amount of $3,500,000. The $3,000,000 term loan will be used to pay-off the balance of the current term loan of approximately $250,000, with remaining amount available to be drawn as needed. The term loan calls for interest at the prime rate plus three-quarters of one percent (0.75%), but not less than 6.25%, with monthly principal payments of $50,000 beginning July 1, 2007 through June 30, 2009, and increasing to $62,500 each month through October 2011, the maturity date of the term loan. The revolving credit note carries interest at prime plus one-quarter of one percent (0.25%), but not less than 4.75% paid through lock box payments of third party accounts receivable. The revolving credit term is four years, renewable for two additional one-year terms. Pursuant to the security agreement, all of the assets of the Company and its material subsidiaries, other than Pivotal Research Centers, Inc., secure the obligations under the term loan note and the revolving credit note, including a first mortgage on PHC of Michigan Inc.'s real property, a second mortgage on PHC of Virginia Inc.'s real property, and a leasehold mortgage on PHC of Utah, Inc.'s leasehold interests. In connection with this transaction the Company paid approximately $40,000 in commitment and loan origination fees that will be amortized as additional interest over the term of the agreement. Supplemental to the loan and security agreement, the Company issued a warrant to purchase 250,000 shares of PHC, Inc. Class A common stock at an exercise price of $3.09 per share. The warrant is exercisable, in whole or in part, until June 13, 2017, and contains standard adjustment provisions for dilution. The documents evidencing this transaction, that is, the Amended and Restated Revolving Credit, Term Loan and Security Agreement, as well as the Warrant, will be filed as exhibits to the Company's annual report on form 10-K. A copy of PHC, Inc.'s press release announcing the amended and restated agreement is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is being furnished herewith: Exhibit No. Exhibit Description 99.1 Press release issued by PHC, Inc. on June 18, 2007. 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. PHC, INC. Date: June 18, 2007 By: /s/ Bruce A. Shear ____________________________ Bruce A. Shear President 3 EX-99 2 exh99_1.txt PHC, INC. DECREASES COST OF CAPITAL Exhibit 99.1 PHC, INC. DECREASES COST OF CAPITAL AND EXPANDS CREDIT LINE Strong Balance Sheet and Favorable Credit History Enables PHC to Negotiate Lower Interest Rate FOR IMMEDIATE RELEASE Company Contact: Investor Relations Contact: - --------------- -------------------------- PHC, Inc. Hayden Communications, Inc. Bruce A. Shear Brett Maas or Peter Seltzberg (978) 536-2777 (646) 415-8972 Peabody, Mass., June 18, 2007 -- PHC, Inc., d.b.a. Pioneer Behavioral Health (AMEX: PHC), a leading provider of inpatient and outpatient behavioral health services, today announced that it has successfully renegotiated and extended its relationship with CapitalSource, resulting in an expanded bank line which will now total $6.5 million at a lower interest rate consistent with conventional bank borrowing compared to its prior arrangement. The new $6.5 million loan consists of a $3.5 million revolving line of credit and a $3 million term loan, to be drawn as needed, and will have a maturity date of October 2011. Bruce A. Shear, President and Chief Executive Officer of Pioneer Behavioral Health, commented, "Our consistent financial performance, stronger balance sheet, and positive outlook enabled us to reduce our interest expense and expand our credit line, which will help us to accelerate our growth. We are pleased to continue our relationship with CapitalSource, and gratified that they have shown this level of confidence in PHC and its business plan." Keith Reuben, Co-President of CapitalSource's healthcare and specialty finance business added, "We are delighted to expand our long-term relationship with Pioneer. We have been doing business with this management team for many years, and we are pleased to support their continued growth as we continue to expand our loan portfolio." About CapitalSource CapitalSource is a leading commercial lending, investment and asset management business focused on the middle market. As of March 31, 2007, CapitalSource managed an $18.3 billion portfolio, including $9.5 billion in its commercial lending and investing business, $5.6 billion in its residential mortgage investment business, and $3.0 billion managed on behalf of third parties. Headquartered in Chevy Chase, Maryland, the company has approximately 540 employees in offices across the United States and in Europe. For more information, visit http://www.CapitalSource.com. About Pioneer Behavioral Health Pioneer Behavioral Health operates companies that provide inpatient and outpatient behavioral health care services, clinical research and Internet and telephonic-based referral services. The companies contract with national insurance companies, government payors, and major transportation and gaming companies, among others, to provide such services. For more information, please visit www.phc-inc.com or www.haydenir.com. 4 Statement under the Private Securities Litigation Reform Act of 1995: Statement under the Private Securities Litigation Reform Act of 1995: This press release may include "forward-looking statements" that are subject to risks and uncertainties. Forward-looking statements include information about possible or assumed future results of the operations or the performance of the company and its future plans and objectives. Various future events or factors may cause the actual results to vary materially from those expressed in any forward-looking statements made in this press release. For a discussion of these factors and risks, see the company's annual report on Form 10-K for the most recently ended fiscal year. 5 -----END PRIVACY-ENHANCED MESSAGE-----