UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): NOVEMBER 29, 2004
CRDENTIA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-31152 76-0585701
(State or Other Jurisdiction (Commission (I.R.S. Employer
of 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 November 29, 2004, Crdentia Corp. (the "Company") obtained a
$400,000 loan (the "Loan") from MedCap Partners L.P. ("MedCap") to fund working
capital needs. 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, were issued in connection
with the Loan. The Loan is payable upon demand and bears interest at the rate of
five percent (5%) per annum. The Loan is evidenced by the Secured Promissory
Note filed as Exhibit 10.1 to this report on Form 8-K.
In connection with the 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 a Security Agreement pursuant to which MedCap was 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 Security Agreement imposes
various restrictions on the activities of the Company, and includes events of
default (with grace periods, as applicable). The 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 November 29, 2004, the Company obtained the
Loan from MedCap. The disclosures made above regarding the Loan are incorporated
herein to the extent applicable.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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10.1 Secured Promissory Note, dated November 29, 2004, 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 Security Agreement, dated November 29, 2004, 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.
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.
December 3, 2004 By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------------
10.1 Secured Promissory Note, dated November 29, 2004, 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 Security Agreement, dated November 29, 2004, 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.