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): MARCH 1, 2005
CRDENTIA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-31152 76-0585701
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
14114 DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75254
(Address of Principal Executive Offices) (Zip Code)
(972) 850-0780 (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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 1, 2005, Crdentia Corp. (the "Company") obtained a $250,000
loan (the "March Loan") from MedCap Partners L.P. ("MedCap") to fund working
capital needs. Including the March Loan, the Company has received loans in the
aggregate amount of $1,450,000 from MedCap (collectively the "Loans") since
November 2004. C. Fred Toney, a member of the Company's Board of Directors, is
the managing member of MedCap Management & Research LLC, the general partner of
MedCap Partners L.P. No equity securities, and no securities exercisable,
convertible or exchangeable for equity securities, have been issued in
connection with the Loans. The March Loan is payable upon demand and bears
interest at the rate of five percent (5%) per annum. The March Loan is evidenced
by the Secured Promissory Note filed as Exhibit 10.1 to this report on Form 8-K.
In connection with the March Loan, the Company, Baker Anderson
Christie, Inc. ("Baker"), New Age Staffing, Inc. ("New Age"), Nurses Network,
Inc. ("Nurses"), PSR Nurses, Ltd. ("PSR, Ltd."), PSR Nurse Recruiting, Inc.
("PSR Recruiting"), PSR Nurses Holdings Corp. ("PSR Holdings"), CRDE Corp.
("CRDE"), Arizona Home Health Care/Private Duty, Inc. ("AHHC"), Care Pros
Staffing, Inc. ("Care") and MedCap entered into an Amended and Restated Security
Agreement pursuant to which MedCap has been granted a subordinate security
interest in all of the assets and property of the Company, Baker, New Age,
Nurses, PSR Ltd, PSR Recruiting, PSR Holdings, CRDE, AHHC and Care. Baker, New
Age, Nurses, PSR Recruiting, PSR Holdings and CRDE are wholly-owned subsidiaries
of the Company. PSR Recruiting is the sole general partner of PSR Ltd. and PSR
Nurses is the sole limited partner of PSR Ltd. AHHC and Care are wholly-owned
subsidiaries of CRDE. The Amended and Restated Security Agreement imposes
various restrictions on the activities of the Company, and includes events of
default (with grace periods, as applicable). The Amended and Restated Security
Agreement is filed with this report on Form 8-K as Exhibit 10.2.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
As described in further detail above under ITEM 1.01, ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT, on March 1, 2005, the Company obtained the March
Loan from MedCap. The disclosures made above regarding the March Loan and the
Loans are incorporated herein to the extent applicable.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------------
10.1 Secured Promissory Note, dated March 1, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses
Network, Inc., New Age Staffing, Inc., PSR Nurses, Ltd.,
PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp.,
CRDE Corp., Arizona Home Health Care/Private Duty, Inc.
and Care Pros Staffing, Inc. to MedCap Partners L.P.
10.2 Amended and Restated Security Agreement, dated March 1,
2005, 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., CRDE Corp., Arizona Home Health
Care/Private Duty, Inc., Care Pros Staffing, Inc. and
MedCap Partners L.P.
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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.
CRDENTIA CORP.
March 4, 2005 By: /s/ James D. Durham
----------------------------
James D. Durham
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------------
10.1 Secured Promissory Note, dated March 1, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing, Inc. to MedCap Partners L.P.
10.2 Amended and Restated Security Agreement, dated March 1, 2005,
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.,
CRDE Corp., Arizona Home Health Care/Private Duty, Inc., Care
Pros Staffing, Inc. and MedCap Partners L.P.
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