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)
December 12,
2007
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12128
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04-2985132
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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330
Nevada Street, Newton, Massachusetts
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02460
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
(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))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Item
1.02
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Termination
of a Material Definitive Agreement.
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Item
3.03
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Material
Modification to Rights of Security
Holders.
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On
December 12, 2007, MZT Holdings, Inc. (formerly known as Matritech, Inc., the
“
Company
”) consummated the sale of substantially all of its assets to
Milano Acquisition Corp. (“
Milano
”), a wholly-owned subsidiary of
Inverness Medical Innovations, Inc. (“
Inverness
”), pursuant to and on the
terms set forth in an Asset Purchase Agreement dated August 27, 2007, by and
among Inverness, Milano and the Company (the “
Purchase
Agreement
”).
In
connection with the consummation of the asset sale, on December 12, 2007, the
Second Amended and Restated Security Agreement (the “
Security
Agreement’
), by and between the Company and SDS Capital Group SPC, Ltd. as
Collateral Agent on behalf of itself and the holders (the “
Noteholders
”)
of (a) 15% Secured Convertible Promissory Notes dated January 13, 2006 (the
“
Series A Notes
”), (b) the Series B 15% Secured Convertible Promissory
Notes dated January 22, 2007 (the “
Series B Notes
”) and (c) the 15%
Secured Promissory Notes, dated August 30, 2007 (the “
Series C Notes
”),
pursuant to which the Company had granted liens against certain assets related
to its NMP22
®
product line, was terminated in accordance with its
terms. Simultaneously and in exchange for the entry by the Company
into a Collateral Assignment Agreement with the Collateral Agent (the
“
Collateral Assignment Agreement
”), the Collateral Agent authorized the
release of the security interest in the Company’s assets that had arisen under
the Security Agreement. The entry into the Collateral Assignment
Agreement gave rise to a security interest granted to the Collateral Agent
on
behalf of itself and the Noteholders in the agreement by and between
the Company and a nationally recognized brokerage firm, which agreement relates
to the sale by the Company of the shares of Inverness common stock received
as
consideration for the asset sale.
A
copy of
the Collateral Assignment Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Collateral
Assignment Agreement contained in this Current Report on Form 8-K is qualified
in its entirety by reference to such document.
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 12, 2007, the Company and Noteholders holding a majority of outstanding
principal value of the Series A Notes, the Series B Notes and the Series C
Notes
entered into a Consent that, among other things, directed the Collateral Agent,
at the closing of the asset sale, in lieu of entering into a pledge agreement,
as contemplated in the Security Agreement, to enter into the Collateral
Assignment Agreement. Among the majority holders entering into the
Consent were David B. Musket, a director of the Company and various ProMed
Funds
with which Mr. Musket is affiliated.
A
copy of the
Consent is attached hereto as Exhibit 4.2
and incorporated herein by
reference. The description of the
Consent
contained in this Current Report on Form 8-K is qualified in its entirety
by reference to such document.
On
December 12, 2007, the Company and the remaining Noteholders holding Series
A
Notes and/or Series B Notes, who had not previously done so, entered into an
Agreement and Amendment and Consent pursuant to which the signing Noteholders
agreed not to issue a Default Notice (as defined in the Series A Notes and
the
Series B Notes, respectively) until the later of (a) ten business days after
a
registration statement on Form S-3 is declared effective by the Securities
and
Exchange Commission for the resale by the Company of shares of Inverness common
stock received by the Company as proceeds of its asset sale to Milano or (b)
the
date of the closing of the asset sale by Matritech to Milano. The
Noteholders’ forbearance on issuance of a Default Notice is limited to a maximum
of ninety days after the closing of the asset sale. In addition, the
Company agreed to pay to the signing Noteholders a prepayment premium, already
designated in each of the Series A Notes and Series B Notes, upon repayment
of
these notes held by the signing Noteholders, regardless of the date of
repayment. The Company and the signing Noteholders further agreed to
amend the Series B Notes of those holders to provide that the Default Amount
(as
defined in the Series B Notes) shall include a premium of 25%, rather than
20%,
to make it equivalent to the amount
of
prepayment premium. The Agreement and Amendment and Consent further
provides that the signing Noteholders shall not be entitled to both a Default
Amount and a prepayment premium. A copy of the Agreement and
Amendment and Consent is attached hereto as Exhibit 4.3
and incorporated
herein by
reference. The description of the Agreement and Amendment and Consent
contained in this Current Report on Form 8-K is qualified in its entirety by
reference to such document.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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In
a
press release dated December 13, 2007, the Company announced the completion
of
the sale of substantially all of its assets to Milano, pursuant to and on the
terms set forth in the Purchase Agreement. The
acquisition was completed on December
12, 2007. A
copy of this press release is attached hereto as Exhibit 99.1.
On
December 12, 2007, as consideration for the acquisition, Inverness issued an
aggregate of 616,671 shares of its common stock to the Company. Based
on the closing price of shares of Inverness common stock on December 12, 2007,
the market value of the shares of Inverness common stock the Company received
upon the closing of the asset sale was approximately $34.1
million. The Company may receive up to an additional $2 million of
incremental consideration, payable in cash and/or Inverness common stock, if
the
revenue associated with the assets acquired by Milano from the Company exceeds
certain revenue targets in the twelve-month period following the closing of
the
asset sale.
Prior
to
the asset sale, in November 2006, the Company and Inverness had entered into
a
supply agreement and a distribution agreement. For a further
description of these agreements, please see the Current Report on Form 8-K
filed
by the Company on November 9, 2006.
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Item
2.05
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Costs
Associated with Exit or Disposal
Activities.
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In
connection with the closing of the
asset sale, on December 12, 2007, the Company terminated substantially all
of
its employees. In addition, upon the closing of the asset sale on
December 12, 2007, the Company became obligated to make certain payments to
employees party to change of control agreements, which agreements are further
described in the Current Report on Form 8-K filed by the Company on March 21,
2006 and the Company’s definitive proxy statement, as filed with the Securities
and Exchange Commission on November 14, 2007. In light of recent
amendments to the change of control agreement between the Company and one of
its
executive officers, the Company presently anticipates that the amount it is
obligated to pay in respect of these change of control agreements ranges from
$3,000,000 to $3,300,000.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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In
a press release issued on December
13, 2007, which is attached hereto as Exhibit 99.1, the Company announced that
it intended to seek voluntary delisting of its common stock from the American
Stock Exchange (“
AMEX
”), the principal exchange on which shares of its
common stock are traded. The Company also announced that it does not
meet AMEX’s continued listing standards as set forth in Section 1003(a)(i), (ii)
or (iii) of the AMEX Company Guide. As announced in a press release
issued on December 17, 2007, a copy of which is attached hereto as Exhibit
99.2,
the Company has not made arrangements to list shares of its common stock on
any
other securities exchange.
On
December 17, 2007, the Company submitted a letter to AMEX to commence the
voluntary delisting of shares of its common stock from AMEX. The
Company intends to file a Form 25 related to its removal from listing on AMEX
of
shares of its common stock on December 27, 2007 and expects that its shares
will
officially be removed from listing on AMEX effective on January 7,
2008.
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Item
3.03
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Material
Modification to Rights of Security Holders.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
December 12, 2007, with the written consent of more than 75% of the holders
of
outstanding Series A Convertible Preferred Stock (the “
Series A Preferred
Stock
”), the Company filed an Amendment to its Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock (the
“
Certificate
”) with the Delaware Secretary of State’s
Office. As amended, the Certificate now provides that the Company
shall be required to pay the liquidation preference owed on the shares of Series
A Preferred Stock within ten business days following the later to occur of
(a)
the closing of the asset sale or (b) the effectiveness of the registration
statement filed by Inverness covering the resale by the Company of the shares
of
Inverness common stock received as consideration for the asset
sale. The closing of the asset sale occurred on December 12, 2007 and
the effectiveness of the resale registration statement occurred on December
13,
2007.
The
Certificate is attached hereto as Exhibit 4.4 and is incorporated herein by
reference. The description of the Certificate contained in this Current Report
on Form 8-K is qualified in its entirety by such document. The
Certificate became effective upon filing with the Delaware Secretary of
State.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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In
connection with the consummation of the asset sale, the Company’s Board of
Directors accepted the resignations of all of the Company’s executive officers
other than its Secretary, effective December 12, 2007. In addition,
on December 12, 2007, the Company’s Board of Directors elected Craig R. Jalbert,
age 46, as the Company’s President and Treasurer.
Mr.
Jalbert is a principal at Verdolino & Lowey, P.C. (“
V&L
”), an
accounting firm that specializes in working with companies liquidating and
winding up their operations. Mr. Jalbert joined V&L in 1987 and
has been involved in over 1,500 bankruptcy cases, including 150 chapter 11
cases, since 1990. Prior to joining V&L, Mr. Jalbert worked as a
Senior Auditor, Commercial Audit Division at Arthur Anderson &
Co. Mr. Jalbert currently serves on the board of directors of RNI
Winddown Corporation, f/k/a Riverstone Networks, Inc., a Delaware
corporation.
The
Company has engaged V&L to assist the Company in planning for and completing
its liquidation and dissolution process, which process was approved by the
Company’s stockholders at a special meeting held on December 12,
2007. The Company will pay V&L for the services it will provide,
but will not pay Mr. Jalbert any additional direct compensation or benefits
for
his service as an officer of the Company.
For
further information on the arrangements between the Company and V&L,
including the fees to be paid by the Company to V&L, and the arrangements
between the Company and Mr. Jalbert, including the Company’s commitment to
indemnify Mr. Jalbert in certain circumstances, please see the Current Report
on
Form 8-K filed by the Company on December 12, 2007.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
December 12, 2007, with the consent of the holders of a majority in voting
power
of the Company’s outstanding capital stock, voting together as a single class,
the Company filed an amendment to its certificate of incorporation changing
the
Company’s name from “Matritech, Inc.” to “MZT Holdings, Inc.” A copy
of this certificate of amendment is attached hereto as Exhibit 4.5 and is
incorporated herein by reference. The description of this certificate
of amendment contained in this Current Report on Form 8-K is qualified in its
entirety by such document. This certificate of amendment became
effective upon filing with the Delaware Secretary of State.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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4.1
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Collateral
Assignment Agreement, dated December 12, 2007, by and between MZT
Holdings, Inc. and SDS Capital Group SPC, Ltd., as collateral agent
for
the holders of outstanding secured promissory notes issued by MZT
on
January 13, 2006, January 22, 2007 and August 30, 2007.
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4.2
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Consent
of Holders of 15% Secured Convertible Promissory Notes dated January
13,
2006, Series B 15% Secured Convertible Promissory Notes dated January
22,
2007 and Series C 15% Secured Promissory Notes dated August 30, 2007
to
entry by Collateral Agent into Collateral Assignment Agreement and
related
matters.
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4.3
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Agreement
and Amendment and Consent of Certain Secured Convertible Promissory
Notes
dated January 13, 2006 and January 22, 2007.
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4.4
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Amendment
to the Certificate of Designations, Preferences and Rights of Series
A
Convertible Preferred Stock of MZT Holdings, Inc., as filed with
the
Delaware Secretary of State on December 12, 2007.
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4.5
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Amendment
to the Certificate of Incorporation of Matritech, Inc., as filed
with the
Delaware Secretary of State on December 12, 2007, changing the company’s
name to “MZT Holdings, Inc.”
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99.1
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Press
Release issued by the Company on December 13, 2007 announcing consummation
of asset sale and other related matters.
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99.2
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Press
Release issued by the Company on December 17, 2007 related to the
Company’s current plans with respect to the listing of shares of its
common stock.
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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.
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MZT
HOLDINGS, INC.
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Date:
December 18, 2007
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By:
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/s/ Patricia
Randall
Name:
Patricia Randall
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Title:
Secretary
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