Dyadic International Inc - Current report filing (8-K)
January 08 2008 - 4:41PM
Edgar (US Regulatory)
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
2
,
2008
Dyadic
International,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
333-102629
45-0486747
(State
or
other jurisdiction of incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
140
Intracoastal Pointe Drive, Suite
404
Jupiter,
Florida
33477
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(561)
743-8333
(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):
|
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
2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
On
January 2, 2008, Dyadic International (USA), Inc. ("
Dyadic Florida
"),
a
wholly-owned subsidiary of Dyadic International, Inc. (the "
Company
"),
received a
purported declaration of default (the "
2008 Default
Notice
")
from the Mark A. Emalfarb Trust under agreement dated October 1, 1987
("
Emalfarb
Trust
")
relating to Dyadic Florida's Revolving Note in favor of the Emalfarb
Trust dated
as of May 29, 2003 with a maturity date of January 1, 2009 (as amended
to date,
the "
Note
"). Principal
under the Note bears interest at the rate of 8% per annum (14% following
a
default under the Note); the Note has a principal balance of approximately
$2.4
million and is secured by certain of Dyadic Florida’s assets. The
Emalfarb Trust has as its trustee and beneficiary Mark A. Emalfarb,
a director
of the Company and the former Chief Executive Officer and President
of the
Company. According to a Schedule 13D filing (filed on November 13,
2007) (the "
13D
Filing
"), Mark Emalfarb, through the Emalfarb Trust, owned 5,822,125
shares (or approximately 19.4%) of the Company's outstanding shares
of common
stock as of November 9, 2007. In addition, according to the 13D
filing, the Francisco Trust under agreement dated February 28, 1996,
whose
beneficiaries are the spouse and descendants of Mark Emalfarb, owned
4,844,578
shares (or approximately 15.9%) of the Company's outstanding shares
of common
stock as of November 9, 2007.
As
previously disclosed in the Company's Current Report on Form 8-K (filed
on
October 24, 2007) (the "
October
24 8-K
"), on
October 3, 2007, Dyadic Florida received a purported written notice
of default
(the "
2007
Default
Notice
") from the Emalfarb Trust pursuant to the Note and the Security
Agreement dated as of May 29, 2003, as amended by the first amendment
thereto
dated as of August 19, 2004 (the "
Security
Agreement
"). The 2007 Default Notice alleged that, with
reference to certain events identified in the 2007 Default Notice and
reported
in the Company's Current Reports on Form 8-K filed prior to the date
of the 2007
Default Notice (the "
Events
"),
Dyadic
Florida may be in default under the Note and Security Agreement. The
2008 Default Notice asserts that the Events (as referred to in the
2007 Default
Notice, with no new or different events identified) have continued
for more than
90 days and purports to declare Dyadic Florida in Default (as defined
in the
Note) under the Note and that all amounts evidenced under the Note
are
immediately due and payable to the Emalfarb Trust. The 2008 Default
Notice demands payment of all unpaid principal and accrued interest
due on the
Note, plus approximately $11,000 in legal fees.
As
the
Company previously reported in the October 24 8-K (with regard to the
2007
Default Notice) and reaffirms here, the Company does not believe that
it is in
default under the Note. The Company does not believe that any of the
Events constitutes a default under the Note. The
Company has
made
all payments
required by
the terms of the Note. Although no assurances can be given as to the
ultimate outcome of this matter, the Company disagrees with the claims
in the
2007 Default Notice and the 2008 Default Notice that a default has
occurred
under the Note and intends to vigorously contest these claims.
The
2008
Default Notice and the Company's response thereto are attached hereto
as
Exhibits 99.1 and 99.2, respectively, and are incorporated by reference
herein.
Item
8.01. Other
Events.
As
previously disclosed in the Company's
Current Report on Form 8-K (filed on December 28, 2007), the six putative
class action lawsuits filed against the Company and certain current
and former
officers and directors of the Company in the United States District
Court for
the Southern District of Florida were consolidated, and the Court
selected a
lead plaintiff who is tasked with litigating the claims against the
Company on
behalf of all putative class members. On December 28, 2007, the Court
ordered that the lead plaintiff must file an amended and consolidated
complaint
by February 25, 2008 and that the Company must respond to such complaint
by
March 28, 2008. The Company intends to vigorously contest and defend
the allegations under the amended and consolidated putative class
action
complaint, but no assurance can be given as to the timing, costs
to defend or
the ultimate outcome of this matter.
On
January
8, 2008
, the Company
issued a press release
regarding the matters described in this Current Report on Form
8-K. The complete text of the press release is attached hereto as
Exhibit 99.
3
.
Item
9.01. Financial Statements and
Exhibits.
(c)
The
following exhibits are filed with this report:
Exhibit
Number
|
Description
of
Exhibit
|
99.1
|
Letter
(2008 Default Notice) dated January 2, 2008 from counsel to
the Mark A.
Emalfarb Trust under agreement dated October 1,
1987
|
99.2
|
Dyadic
International (USA), Inc.'s letter response dated January
8, 2008 to among
other things, the 2008 Default Notice
|
99.3
|
Press
Release of Dyadic International, Inc. dated January 8,
2008
|
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.
DYADIC
INTERNATIONAL,
INC.
Date:
January 8, 2008
By:
/s/
Lisa De La
Pointe
___
Name:
Lisa
De La
Pointe
|
Title:
|
Executive
Vice President and Chief Financial
Officer
|
Index
to
Exhibits
Exhibit
Number
|
Description
of
Exhibit
|
99.1
|
Letter
(2008 Default Notice) dated January 2, 2008 from counsel to
the Mark A.
Emalfarb Trust under agreement dated October 1, 1987
|
99.2
|
Dyadic
International (USA), Inc.'s letter response dated January 8,
2008 to among
other things, the 2008 Default Notice
|
99.3
|
Press
Release of Dyadic International, Inc. dated January 8,
2008
|
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