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 6, 2009
Streamline Health Solutions, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-28132
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31-1455414 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 10200 Alliance Road, Suite 200, Cincinnati, OH |
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45242-4716 |
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (513) 794-7100
(Former name, former address, and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On January 6, 2009, Streamline Health, Inc. (the “Borrower”), a wholly owned subsidiary of
Streamline Health Solutions, Inc. (the “Registrant”), entered into a revised revolving note with
Fifth Third Bank, Cincinnati, OH. The terms of the loan remain the same as set forth in the
revolving note entered into on July 31, 2008 except that the Borrowing Base limitation has been
modified and is now set at “the lesser of 80% of the net amount of Borrower’s Eligible Accounts
(less than 90 days) or 2 times trailing twelve month EBITDA of Streamline Health Solutions, Inc.”
compared to the previous limitation of “the lesser of 80% of the net amount of Borrower’s Eligible
Accounts (less than 90 days) or the Tangible Net Worth of Streamline Health Solutions, Inc.”
The loan continues to be guaranteed by the Registrant and is secured by a first lien on all of the
assets of the Registrant and its subsidiary. In connection with the entering into of the revised
revolving note, the Registrant also entered into a revised continuing guaranty agreement. The
terms of the continuing guarantee agreement remain the same as set forth in the guarantee agreement
entered into on July 31, 2008 except that the Registrant’s covenant to maintain a minimum Tangible
Net Worth of at least $1,000,000 at all times after October 31, 2008 has been modified to provide
that the Registrant must maintain a minimum Tangible Net Worth that increases on a periodic basis
as follows:
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Period |
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Min. Amount |
10/31/08 through 01/30/09 |
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1,000,000.00 |
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01/31/09 through 04/29/09 |
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1,500,000.00 |
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04/30/09 through 07/30/09 |
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1,750,000.00 |
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07/31/09 through 10/30/09 |
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2,000,000.00 |
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10/31/09 through 01/30/10 |
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$ |
2,250,000.00 |
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01/31/09 and thereafter |
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$ |
2,500,000.00 |
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Prior to entering into the revised continuing guarantee agreement, the Registrant and the Borrower
had received a waiver from Fifth Third Bank as to the Registrant’s non-compliance with the minimum
Tangible Net Worth requirement as of October 31, 2008.
The maximum principal amount under the terms of the revolving note is $2,000,000. The interest
rate on amounts borrowed accrue at a variable rate from the Prime Rate less 1% to the Prime Rate
plus 3%, based on the ratio of the funded indebtedness to the trailing twelve months EBITDA. The
continuing guarantee agreement contains other covenants including a minimum Fixed Charge Coverage
Ratio and maximum ratio of Funded Indebtedness to EBITDA. This loan facility expires on August 1,
2010.
The complete terms of the revised loan are set forth in the Revolving Note and Continuing Guarantee
Agreement attached as Exhibits 10.1 and 10.2, respectively, which replace the previous Revolving
Note and Continuing Guarantee Agreement entered into on July 31, 2008 with Fifth Third Bank. All
defined terms used in this Form 8-K and not defined herein, have the meanings set forth in the
Revolving Note and Continuing Guarantee Agreement, as applicable.
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