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 14, 2010
ALIGN TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-32259 | 94-3267295 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 2560 Orchard Parkway, San Jose, California | 95131 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 470-1000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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 |
Amendment to Credit Agreement
On December 14, 2010, Align Technology, Inc. (the “Company”) and Comerica Bank entered into Amendment No. 7 (the “Amendment”) to the Amended and Restated Loan and Security Agreement dated as of December 16, 2005, as previously amended (the “Credit Agreement”). The Amendment amends the Credit Agreement to, among other things, (i) increase the available borrowings under the revolving line of credit from $25,000,000 to $30,000,000 and (ii) extend the maturity of the Credit Agreement from December 16, 2010 to December 31, 2012; and (iii) in the event Align’s unrestricted cash deposited at Comerica Bank is less than $55,000,000, the unused facility fee will increase from 0.050% per quarter to 0.125% per quarter.
As of the date of this Current Report on Form 8-K, the Company has no outstanding borrowings under the Amended Credit Agreement. The foregoing description of the Amendment is qualified in its entirety by the Seventh Amendment to the Amended and Restated Loan and Security Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
Amendment to Credit Agreement
The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporate herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Seventh Amendment to Amended and Restated Loan and Security Agreement | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 15, 2010 | ALIGN TECHNOLOGY, INC. | |||||
| By: | /S/ ROGER E. GEORGE | |||||
| Roger E. George Vice President, Corporate and Legal Affairs, General Counsel and Corporate Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 10.1 | Seventh Amendment to Amended and Restated Loan and Security Agreement | |