Unassociated Document
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 17, 2010
INSULET
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33462
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04-3523891
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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9
Oak Park Drive
Bedford,
Massachusetts 01730
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (781) 457-5000
Not
Applicable
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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. Entry Into a
Definitive Material Agreement.
Second
Amendment to Facility Agreement
On June 17, 2010, Insulet Corporation
(the “Company”) entered into a Second Amendment to Facility Agreement (the
“Second Amendment”) of its original Facility Agreement dated March 13, 2009 and
subsequently amended on September 25, 2009 (as amended, the “Facility
Agreement”). Pursuant to this Second Amendment, the parties agreed to
(i) reduce the prepayment fee from 3% to 2% of the prepaid principal amount with
respect to prepayments from October 19, 2010 to April 18, 2011 and from 2% to 1%
of such amount with respect to prepayments from April 19, 2011 to October 18,
2011, (ii) increase by $50 million the amount of permitted indebtedness that may
be incurred in connection with a refinancing of existing indebtedness, and (iii)
reduce the minimum amount of cash, cash equivalents, receivables and finished
goods inventory the Company must maintain from the greater of $15 million or 50%
of the loan outstanding to the greater of $10 million or 50% of the loan
outstanding. In consideration of these amendments, the Company paid
an amendment fee of $467,500.
The
foregoing description of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Second
Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Exercise
of Warrant
On March 13, 2009, the Company issued
to Deerfield Private Design Fund, L.P. (“DPDF”), Deerfield Private Design
International, L.P. (“DPDI”), Deerfield Partners, L.P. (“DP”) and Deerfield
International Limited (collectively with DPDF, DPDI and DP, the “Deerfield
Parties”) warrants to purchase an aggregate of 3,750,000 shares of common stock
of the Company at an exercise price of $3.13 per share (the
“Warrants”). On June 17, 2010, the Deerfield Parties exercised in
cash at the $3.13 exercise price a portion of the Warrants to acquire 2,125,000
shares of common stock of the Company. The Company received cash
totaling $6,651,250 as a result of this exercise.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Please see the disclosure set forth
above under Item 1.01 relating to the Second Amendment to Facility Agreement,
which is hereby incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Second
Amendment to Facility Agreement, dated June 17, 2010, by and between
Insulet Corporation and the lenders named
therein.
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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.
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INSULET
CORPORATION |
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Date: June
21, 2010
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By:
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/s/ Brian
Roberts |
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Name: Brian
Roberts |
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Title: Chief
Financial Officer |
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EXHIBIT
INDEX
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Exhibit
No.
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Description |
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10.1
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Second
Amendment to Facility Agreement, dated June 17, 2010, by and between
Insulet Corporation and the lenders named
therein.
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