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): January 23, 2009
RxElite,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-52454
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90-0366910
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(State
or Other Jurisdiction
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(Commission File
Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1404
North Main Street, Suite 100
Meridian,
Idaho
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83642
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (208) 288-5550
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
January 27, 2009, RxElite, Inc. (the “Company”) entered into a Stock Purchase
Agreement (the “Stock Purchase Agreement”) with Piramal Healthcare, Inc. (the
“Purchaser”). Pursuant to the Stock Purchase Agreement, the Company
sold 100% of the issued and outstanding capital stock (the “Shares”) of RxElite
Holdings Inc. (“Holdings”), a wholly owned subsidiary and the inhalation
anesthetic gas distribution arm of the Company to the Purchaser (the
“Disposition”) for a gross purchase price (the “Purchase Price”) of
$4,154,000. $900,000 of the Purchase Price will be held in an escrow
account pending resolution of certain disputed claims, pursuant to the terms of
an Escrow Agreement among the Company, the Purchaser and Citibank, N.A., dated
as of January 27, 2009 (the “Escrow Agreement”).
Immediately
prior to the Disposition, the Company and Holdings entered into an Assignment
and Assumption of Assigned Contracts Agreement dated as of January 27, 2009
(“Assignment and Assumption Agreement”), whereby the Company
assigned to Holdings all contracts related to the inhalation
anesthetic gas distribution business and Holdings assumed liabilities and
obligations arising from such contracts. Holdings also transferred to
the Company certain assets and liabilities pursuant to a Bill of Sale and
Assignment between the Company and Holdings dated as of January 27, 2009 (the
“Bill of Sale and Assignment”).
Pursuant
to an Assignment, Assumption and Release Agreement, dated as of January 27,
2009, among the Company, Holdings and Purchaser (the “Purchaser Assignment,
Assumption and Release Agreement”), the Company assigned to Holdings and was
released from the Loan and Security Agreement, dated as of May 30, 2008, by and
between the Company and an affiliate of Purchaser and certain related agreements
including a junior secured promissory note of the Company in the original
principal amount of $3,000,000 that was held by Purchaser (the “Purchaser
Note”).
The
Company, Holdings, Castlerigg Master Investments Ltd. (“Castlerigg”) and the
Purchaser entered into a Consent and Release Agreement, dated as of January 27,
2009 (the “Lender Consent and Release”), under which, at the closing of the
Disposition, $1,800,000 of the Purchase Price was paid to Castlerigg in partial
repayment of the Company’s senior secured promissory note in the original
principal amount of $10,500,000 (the “Senior Loan”) held by Castlerigg, and
$646,069 of the Purchase Price was deposited into a blocked account of the
Company as proceeds of collateral to be held as further cash collateral for the
Senior Loan. Pursuant to the Lender Consent and Release, among other
things, Castlerigg consented to the Disposition and released and terminated
Holdings’ obligations as a guarantor of the Senior Loan and Castlerigg’s
security interests and pledge of the Shares and assets related to the business
sold.
The
foregoing descriptions of the Stock Purchase Agreement, the Escrow Agreement,
the Assignment and Assumption Agreement, the Bill of Sale and Assignment, the
Purchaser Assignment, Assumption and Release Agreement and the Lender Consent
and Release are qualified in their entirety by reference to the respective
copies of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4,
10.5 and 10.6 hereto and are incorporated herein by reference.
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Item
1.02.
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Termination
of a Material Definitive Agreement.
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The
Company had entered into an Intercreditor and Subordination Agreement with
Castlerigg, Holdings and the Purchaser, dated as of May 30, 2008 (the
“Intercreditor Agreement”), pursuant to which the Purchaser Note was fully and
unconditionally subordinated to the Senior Loan. Upon closing of the
Disposition on January 27, 2009, as further described in Item 1.01, the
Intercreditor Agreement was terminated.
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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The
information provided in Item 1.01 is hereby incorporated into this
Item 2.01 by reference.
In
connection with the Disposition, the Company terminated its Commercial Lease –
Triple Net and Option to Purchase Agreement with RS Hosac, Inc. (“Hosac”), dated
as of April 20, 2007 and as amended to date (the “Lease
Agreement”). On January 23, 2009, the Company, Holdings and Hosac
entered into a Settlement Agreement and Mutual Release (the “Hosac Release”) and
a related rescission agreement, pursuant to which the parties rescinded the
Lease Agreement, and Hosac, on the one hand, and the Company and Holdings, on
the other hand, exchanged mutual general releases. Holdings and the
Company waived their rights to claim return of a $625,000 security
deposit.
On
January 27, 2009, the Company and Piramal Healthcare Limited, an affiliate of
the Purchaser, issued a joint press release announcing the
Disposition. On January 28, 2009, the Company issued a press release
announcing the Disposition. The press releases are attached hereto as
Exhibit 99.1 and Exhibit 99.2.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No
.
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Description
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10.1
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Stock
Purchase Agreement, between RxElite, Inc. and Piramal Healthcare, Inc.,
dated as of January 27, 2009.
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10.2
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Escrow
Agreement, among RxElite, Inc., Piramal Healthcare, Inc. and Citibank,
N.A., dated as of January 27, 2009.
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10.3
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Assignment
and Assumption of Assigned Contracts Agreement, between RxElite, Inc. and
RxElite Holdings Inc., dated as of January 27, 2009.
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10.4
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Bill
of Sale and Assignment by and between RxElite, Inc. and RxElite Holdings
Inc., dated as of January 27, 2009.
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10.5
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Assignment,
Assumption and Release Agreement by and among RxElite, Inc., RxElite
Holdings Inc. and Piramal Healthcare, Inc., dated as of January 27,
2009.
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10.6
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Consent
and Release Agreement by and among RxElite, Inc., RxElite Holdings Inc.
and Castlerigg Master Investments Ltd., dated as of January 27,
2009.
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99.1
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Joint
Press Release issued by RxElite, Inc. and Piramal Healthcare Limited on
January 27, 2009.
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99.2
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Press
Release issued by RxElite, Inc. on January 28,
2009.
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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.
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RXELITE,
INC.
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Dated:
January 29, 2009
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By:
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/s/ Shannon M.
Stith
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Name:
Shannon M. Stith
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Title:
Vice President of Finance
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