UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 16, 2004
CRDENTIA CORP.
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(Exact name of Registrant as Specified in its Charter)
DELAWARE 76-0585701
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
0-31152
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(Commission File Number)
14114 DALLAS PARKWAY, SUITE 600, DALLAS, TEXAS 75254
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(Address of principal executive offices) (Zip Code)
(972) 850-0780
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 16, 2004, we, Crdentia Corp., entered into a Loan and Security
Agreement (the "Loan Agreement") with Bridge Healthcare Finance, LLC, pursuant
to which we obtained a revolving credit facility in the amount of up to
$15,000,000 (the "Loan"). The Loan has a term of three years and bears interest
at a rate equal to the greater of (i) three percent (3.0%) per annum over the
prime rate in effect from time to time, or (ii) nine and one-half percent (9.5%)
per annum. A copy of the Loan Agreement is filed as Exhibit 10.1 to this report
on Form 8-K.
On June 16, 2004, we issued 6,250,000 shares of Series B Convertible
Preferred Stock at a cash price per share of $0.20 to MedCap Partners LP
("MedCap"). The holders of the Series B Convertible Preferred Stock will be
entitled to receive a dividend on each of September 30, 2004, December 31, 2004,
March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005 in an
amount equal to 0.005 shares of Common Stock for each share of outstanding
Series B Convertible Preferred Stock held by them. In the event of any
liquidation or winding up of Crdentia Corp., the holders of the Series B
Convertible Preferred Stock will be entitled to receive in preference to the
holders of Common Stock an amount equal to their initial purchase price plus any
declared but unpaid dividends and any remaining liquidation proceeds will
thereafter be distributed on a pro rata basis to the holders of the Series B
Convertible Preferred Stock (on an as-if-converted into Common Stock basis),
Common Stock and any other series of Preferred Stock expressly entitled to
participate in such distribution, until the holders of Series B Convertible
Preferred Stock shall have received, in the aggregate, an amount equal to five
times the amount of their purchase price. Unless previously voluntarily
converted prior to such time, the Series B Convertible Preferred Stock will be
automatically converted into Common Stock at an initial conversion ratio of
one-to-one upon the earlier of (i) the closing of an underwritten public
offering of our Common Stock pursuant to a registration statement under the
Securities Act of 1933, as amended, with aggregate net proceeds of at least $25
million, or (ii) the date specified by written consent or agreement of the
holders of a majority of the then outstanding shares of Series B Convertible
Preferred Stock. The description of the foregoing rights, preferences and
privileges of the Series B Convertible Preferred Stock is qualified in its
entirety by the Certificate of Designations, Preferences and Rights of Series B
Preferred Stock filed with the Secretary of State of the State of Delaware on
June 16, 2004 and filed as Exhibit 4.1 to this report on Form 8-K.
In addition, the holders of such shares of Series B Convertible
Preferred Stock will be entitled to the registration rights set forth in the
Amended and Restated Registration Rights Agreement dated June 16, 2004 by and
among us and MedCap, a copy of which is filed as Exhibit 4.2 to this report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
4.1 Certificate of Designations, Preferences and Rights
of Series B Preferred Stock of Crdentia Corp.
4.2 Amended and Restated Registration Rights Agreement
dated June 16, 2004 by and among Crdentia Corp. and
MedCap Partners L.P.
10.1 Loan and Security Agreement dated June 16, 2004 by
and among Crdentia Corp., Baker Anderson Christie,
Inc., Nurses Network, Inc., New Age Staffing, Inc.,
PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR
Nurses Holdings Corp., and Bridge Healthcare Finance,
LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
CRDENTIA CORP.
Date: June 22, 2004 /S/ JAMES D. DURHAM
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By: James D. Durham
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Designations, Preferences and Rights of Series B
Preferred Stock of Crdentia Corp.
4.2 Amended and Restated Registration Rights Agreement dated June 16, 2004
by and among Crdentia Corp. and MedCap Partners L.P.
10.1 Loan and Security Agreement dated June 16, 2004 by and among Crdentia
Corp., Baker Anderson Christie, Inc., Nurses Network, Inc., New Age
Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR
Nurses Holdings Corp., and Bridge Healthcare Finance, LLC.