UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 29, 2005
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ROCKWELL MEDICAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its Charter)
Michigan 000-230-661 38-3317208
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30142 Wixom Road, Michigan 48334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 960-9009
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Not applicable
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(Former name or former address, if changed since last report)
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 (17CFR
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 29, 2005, Rockwell Medical Technologies, Inc. ("Rockwell"),
entered into a Loan and Security Agreement (the "Loan Agreement") with Standard
Federal Bank National Association (the "Lender"). The Loan Agreement provides
for revolving borrowings by Rockwell up to $2,750,000. Borrowings under the Loan
Agreement are secured by accounts receivable, inventory and certain other
assets, and are guaranteed by Rockwell's subsidiary, Rockwell Transportation,
Inc. ("Transportation").
The annual interest rate payable on revolving borrowings under the Loan
Agreement is the Lender's prime rate, as it may change from time to time, plus
0.75%. Interest on revolving borrowings is payable monthly, and principal is
payable in full at maturity. The Lender's commitment to make revolving
borrowings under the Loan Agreement expires on March 31, 2006.
There is no material relationship between Rockwell and the Lender other
than in respect of the Loan Agreement.
The foregoing description is qualified in its entirety by reference to the
Loan Agreement, the revolving note executed by Rockwell for the benefit of the
Lender and the guaranty executed by Transportation for the benefit of the
Lender, copies of which are filed herewith as Exhibits 99.1, 99.2 and 99.3,
respectively, and are hereby incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information described above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
The information described above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Form 8-K:
Exhibit Description
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99.1 Loan and Security Agreement dated as of March 29, 2005 between
Rockwell Medical Technologies, Inc. and Standard Federal Bank
National Association
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99.2 Revolving Note dated as of March 29, 2005 executed by Rockwell
Medical Technologies, Inc. in favor of Standard Federal Bank
National Association
99.3 Continuing Unconditional Guaranty dated as of March 29, 2005
executed by Rockwell Transportation, Inc. in favor of Standard
Federal Bank National Association
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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.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
Date: March 30, 2005 By: /s/ Thomas E. Klema
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Thomas E. Klema
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Loan and Security Agreement dated as of March 29, 2005 between
Rockwell Medical Technologies, Inc. and Standard Federal Bank
National Association
99.2 Revolving Note dated as of March 29, 2005 executed by Rockwell
Medical Technologies, Inc. in favor of Standard Federal Bank
National Association
99.3 Continuing Unconditional Guaranty dated as of March 29, 2005
executed by Rockwell Transportation, Inc. in favor of Standard
Federal Bank National Association