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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): MARCH 25, 1998
COMMISSION FILE NUMBER 1-14004
XENOMETRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3166089
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
2425 NORTH 55th STREET
BOULDER, CO 80301
(Address of principal executive offices and zip code)
(303) 447-1773
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 25, 1998 the Company entered into an agreement (the
"Amendment") with the Aries Domestic Fund L.P. and the Aries Fund, a Cayman
Islands Trust (together the "Aries Funds") to amend the Senior Line of Credit
Agreement (the "Credit Agreement") previously entered into on September 25,
1997 and the $1,500,000 of senior secured promissory notes (the "Notes")
subsequently issued to the Aries Funds under the Credit Agreement. The
Amendment extends the due date on the Notes from March 25, 1998 to May 25,
1998, subject to further extensions. Effective March 25, 1998, the interest
rate on the Notes was increased from 12% to 18%. The Notes are not deemed to be
in default and all other terms and conditions of the Credit Agreement and the
Notes continue in force during the extension period.
The text of the amendment is included as Exhibit 10.36 to the Current
Report and is incorporated by reference herein.
ITEM 7. EXHIBITS
10.36* Amendment to the Senior Line of Credit Agreement and Notes,
dated as of March 25, 1998 by and among the Company, the Aries
Domestic Fund L.P. and the Aries Fund, a Cayman Islands Trust.
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* Xenometrix is applying for confidential treatment with respect to
portions of this exhibit.
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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.
DATED: April 10, 1998 XENOMETRIX INC.
BY: /s/ Ronald L. Hendrick
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Ronald L. Hendrick
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.36* Amendment to the Senior Line of Credit Agreement and Notes,
dated as of March 25, 1998 by and among the Company, the Aries
Domestic Fund L.P. and the Aries Fund, a Cayman Islands Trust.
</TABLE>
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* Xenometrix is applying for confidential treatment with respect to portions
of this exhibit.
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EXHIBIT 10.36
AMENDMENT TO THE SENIOR LINE OF CREDIT AGREEMENT AND NOTES
This is an Amendment to the Senior Line of Credit Agreement between
Aries Domestic Fund, the Aries Fund, a Cayman Islands Trust (the "Funds"), and
Xenometrix, Inc. (the "Company"), dated September 25, 1997 (the "Agreement").
Whereas, Xenometrix is engaged in discussions with several companies
relating to licensing its patents, exclusively or non-exclusively and;
Whereas, the Company is engaged in discussions that may lead to the
sale of the Company or all or some of the assets of the Company, and;
Whereas, the existing line of credit, due to be retired on March 25,
1998, represents a potential impediment to the effective implementation of
these transactions;
Now therefore, the Parties agree to amend the Agreement as follows:
The Funds agree to extend the Maturity Date of all of the Notes issued
under the Agreement to May 25, 1998. A thirty (30) day extension beyond May
25th will not be unreasonably withheld provided the Company can demonstrate
evidence of pending agreements in the area of patent licensing and/or
acquisition by [ * ] or such other parties as agreed upon by the Funds. Any
extensions beyond the first thirty (30) day extension, must be agreed to by the
Funds, "Evidence" is defined as a signed letter of intent with specific terms
which include a provision for the repayment of the Notes. The Company agrees to
pay the default interest rate of eighteen percent (18%) starting on March 25th
and continuing until the payment of the Notes. All other terms and conditions
of the Agreement as amended will continue to be in full force during the
extension period.
In witness whereof, the Parties hereto have caused this Amendment to
be executed by their respective duly authorized representative as of the day
and year written below.
XENOMETRIX, INC. THE ARIES FUND, A CAYMAN
ISLAND TRUST
By: /s/ Stephen J. Sullivan By: its Investment Manager,
Name: Stephen J. Sullivan PARAMOUNT CAPITAL ASSET
Title: President and CEO MANAGEMENT, INC.
By: /s/ Lindsay A. Rosenwald, M.D.
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Name: Lindsay A. Rosenwald, M.D.
Title: President
THE ARIES DOMESTIC FUND, L.P.,
By: its General Partner, PARAMOUNT
CAPITAL ASSET MANAGEMENT, INC.
By: /s/ LINDSAY A. ROSENWALD, M. D.
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Name: Lindsay A. Rosenwald, M.D.
Title: President
* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24B-2 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934, AS AMENDED.
