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 31, 2008
CONMED
CORPORATION
(Exact
name of registrant as specified in its charter)
|
New
York
|
0-16093
|
16-0977505
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
File
Number)
|
Identification
No.)
|
525
French Road
Utica,
New York
13502
(Address
of principal executive offices, including zip code)
(315)
797-8375
(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 obligations
of
the registrant under any of the following provisions (See General Instruction
A.2 below):
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))
Item 1.01
Entry into a Material Definitive Agreement; Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of
a Registrant.
On
January 31, 2008, CONMED Corporation (the "Registrant") and its subsidiary,
CONMED Receivables Corporation, entered into the fourth amendment (the
"Amendment") to the Amended and Restated Receivables Purchase Agreement dated
as
of October 23, 2003 among CONMED Receivables Corporation, the Registrant and
Bank of America, N.A., which is Exhibit 10.17 to the Company's Annual Report
on
Form 10-K for the year ended December 31, 2006. The Amendment, among
other matters, extended the commitment termination date for the receivables
securitization from October 31, 2008 until October 31, 2009.
Bank
of
America, N.A., as the purchaser under the Receivables Purchase Agreement, and
its affiliates, have in the past provided, and may in the future provide,
investment banking, underwriting, lending, commercial banking and other advisory
services to the Registrant and its subsidiaries. Bank of America,
N.A. has received, and may in the future receive, customary compensation from
the Registrant and its subsidiaries for such services.
The
foregoing description of the Receivables Purchase Agreement and related matters
is qualified in its entirety by reference to the Receivables Purchase Agreement,
which will be filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Section
9
Financial Statements
and
Exhibits
Item
9.01
Financial Statements
and
Exhibits.
|
|
(c)
|
Exhibits
|
The
following exhibit is included
herewith:
|
|
Exhibit
No.
|
Description
of
Exhibit
|
|
|
10.1
|
Amended
and Restated Receivables Purchase Agreement dated January 31, 2008.
|
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 thereunto duly
authorized.
|
CONMED
CORPORATION
|
||
|
(Registrant)
|
||
|
By:
|
Robert D. Shallish, Jr.
|
|
|
Vice
President-Finance
and
|
||
|
Chief
Financial
Officer
|
||
Date: January
31, 2008
Exhibit
10.1
AMENDMENT
NO. 4
TO
AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”)
dated as of December 28, 2007, is entered into among CONMED RECEIVABLES
CORPORATION (“Seller”), CONMED
CORPORATION (“Parent”), as initial
Servicer, BANK OF AMERICA, N.A. (together with any other financial institution
hereafter party hereto, each a “Purchaser” and
collectively, the “Purchasers”) and BANK
OF AMERICA, N.A., as administrator for Purchasers (in such capacity, the “Administrator”). Capitalized
terms used herein without definition shall have the meanings ascribed thereto
in
Appendix A of the Receivables Purchase Agreement, referred to below.
PRELIMINARY
STATEMENTS
A.
Reference is made to that certain Amended and Restated Receivables Purchase
Agreement dated as of October 23, 2003 among Seller, Parent, Purchasers and
Administrator (as amended, restated, supplemented or modified from time to
time,
the “Receivables
Purchase Agreement”).
B.
The parties hereto have agreed to amend certain provisions of the Receivables
Purchase Agreement upon the terms and conditions set forth herein.
SECTION
1. Amendment. The
parties hereto hereby agree to amend the Receivables Purchase Agreement
to:
(a)
delete the definition of “Commitment Termination Date” set forth in Appendix A
of the Receivables Purchase Agreement and substitute the following
therefor:
“Commitment
Termination
Date” means October 31, 2009, as such date may be extended from time to
time with the consent of the parties to the Agreement.
SECTION
2. Representations
and
Warranties. Each of the parties hereto hereby represents and
warrants to each other, as to itself that:
(a)
this Amendment constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law; and
(b)
on the date hereof, before and after giving effect to this Amendment, no
Liquidation Event has occurred and is continuing.
SECTION
3. Reference to and Effect on the Transaction Documents.
(a)
Upon the effectiveness of this Amendment, (i) each reference in the Receivables
Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be a
reference to the Receivables Purchase Agreement as amended or otherwise modified
hereby, and (ii) each reference to the Receivables Purchase Agreement in any
other Transaction Document or any other document, instrument or agreement
executed and/or delivered in connection therewith, shall mean and be a reference
to the Receivables Purchase Agreement as amended or otherwise modified
hereby.
(b)
Except as specifically amended, terminated or otherwise modified above, the
terms and conditions of the Receivables Purchase Agreement, of all other
Transaction Documents and any other documents, instruments and agreements
executed and/or delivered in connection therewith, shall remain in full force
and effect and are hereby ratified and confirmed.
(c)
The execution, delivery and effectiveness of this Amendment shall not operate
as
a waiver of any right, power or remedy of the Seller, Parent, Purchasers and
Administrator under the Receivables Purchase Agreement or any other Transaction
Document or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, in each
case except as specifically set forth herein.
SECTION
4. Execution in
Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of
which when so executed and delivered shall be deemed to be an original and
all
of which taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
SECTION
5. GOVERNING LAW.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK.
SECTION
6. Headings. Section
headings in this Amendment are included herein for convenience of reference
only
and shall not constitute a part of this Amendment for any other purpose.
[Remainder
of Page Deliberately Left Blank]
2
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
as
of the date first above written.
|
CONMED
RECEIVABLES CORPORATION, as Seller
|
||
|
By:
|
/s/
Robert D.
Shallish, Jr.
|
|
|
Name: Robert
D. Shallish, Jr.
|
||
|
Title: Vice
President
|
||
|
CONMED
CORPORATION, as initial Servicer
|
||
|
By:
|
/s/
Robert D.
Shallish, Jr.
|
|
|
Name: Robert
D. Shallish, Jr.
|
||
|
Title: V.P.
– Finance & CFO
|
||
|
BANK
OF AMERICA, N.A., as Purchaser
|
||
|
By:
|
/s/ Michael W. Brunner
|
|
|
Name: Michael
W. Brunner
|
||
|
Title: Vice
President
|
||
|
BANK
OF AMERICA, N.A., as Administrator
|
||
|
By:
|
/s/ Michael W. Brunner
|
|
|
Name: Michael
W. Brunner
|
||
|
Title: Vice
President
|
||
Signature
Page to Amendment No. 4