Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2019, Cantel Medical Corp. (the "Company") and Hu-Friedy Mfg.
Co., LLC, its wholly owned subsidiary ("Hu-Friedy"), entered into a letter
agreement (the "Letter Agreement") with Dental Holding, LLC ("Dental Holding")
relating to the offering and sale of 438,359 of the shares of common stock of
the Company (the "Excess Shares") that were issued to Dental Holding at the
closing of the Company's acquisition of Hu-Friedy from Dental Holding in
accordance with the terms of the Purchase and Sale Agreement, dated as of July
29, 2019, by and among the Company, Hu-Friedy, Dental Holding and, for limited
purposes set forth therein, Ken Serota and Ron Saslow (the "Purchase and Sale
Agreement") and the Registration Rights Agreement, dated as of October 1, 2019,
by and between the Company and Dental Holding (the "Registration Rights
Agreement").
The Letter Agreement amends the Registration Rights Agreement with respect to
certain obligations of the Company to use its reasonable best efforts to file a
registration statement on Form S-3 with the U.S. Securities and Exchange
Commission covering the resale of all of the Excess Shares (a "Registration
Statement") in an offering to be made on a continuous or delayed basis pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"),
and to effect an underwritten offering of such Excess Shares (an "Offering")
following the filing of such Registration Statement and receipt of written
notice from Dental Holding. Pursuant to the Letter Agreement, the Company may
satisfy the above obligations under the Registration Rights Agreement, as
amended, if it files a Registration Statement and completes an Offering on or
before February 15, 2020.
The Letter Agreement does not affect the other 313,112 shares of common stock of
the Company that were issued at the Closing, with respect to which Dental
Holding and its permitted transferees are subject to a 12-month lock-up period
that began on October 1, 2019, subject to certain exceptions for permitted
transfers to related persons.
In addition, the Letter Agreement amends certain provisions of the Purchase and
Sale Agreement relating to payments that may be due between Dental Holding and
the Company derived from the amount of proceeds realized in the Offering in
certain circumstances.
The foregoing descriptions of the Letter Agreement, the Purchase and Sale
Agreement and the Registration Rights Agreement do not purport to be complete
and are subject to, and qualified in its entirety by reference to, the full text
of the Letter Agreement (filed as Exhibit 10.1 to this Current Report on
Form 8-K), the Purchase and Sale Agreement (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on July 30, 2019) and the
Registration Rights Agreement (filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on October 2, 2019). This filing does not constitute
an offer to sell or the solicitation of an offer to buy any securities. The
Excess Shares were issued in a private placement pursuant to the terms of the
Purchase and Sale Agreement, and may only be offered or sold pursuant to an
effective registration statement or an exemption from registration under the
Securities Act.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) The following exhibits are filed as part of this report:
Exhibit No. Description of Exhibit
10.1 Letter Agreement, dated as of December 12, 2019, by and between
Dental Holding, LLC, Hu-Friedy Mfg. Co., LLC and Cantel Medical Corp.
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
-2-
© Edgar Online, source Glimpses