UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 23, 2009 (January 22, 2009)
SCI
Engineered Materials, Inc.
(Exact
Name of Registrant as specified in its charter)
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Ohio
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0-31641
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31-1210318
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(State
or other
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(Commission
File No.)
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(IRS
Employer
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jurisdiction
of
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Identification
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incorporation
or
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Number)
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organization)
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2839
Charter Street
Columbus,
Ohio 43228
(614)
486-0261
(Address,
including zip code, and telephone number
including
area code of Registrant's
principal
executive offices)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K fıling is intended to simultaneously
satisfy the fıling 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))
Item 1.01. Entry
into a Material Definitive Agreement.
The disclosure contained in "Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant" of this Current Report on Form 8-K is
incorporated in this Item 1.01 by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On
January 22, 2009, SCI Engineered Materials, Inc. (the “Company”) issued a
Promissory Note (the “Note”), dated as of January 13, 2009, to The Huntington
National Bank, as Lender, pursuant to a Business Loan Agreement dated as of
January 13, 2009. The Note is secured by a Commercial Security
Agreement granting the Lender a security interest in the Company’s inventory,
equipment and accounts.
Among
other things, the Note provides for the following:
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·
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At
no time shall the outstanding balance of the principal sum of the
Revolving Loan exceed the lesser of (1) $1,000,000 or (2) an amount equal
to the sum of 80% of Eligible Accounts plus the lesser of (A) 50% of
Eligible inventory or (B) $200,000.
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·
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Interest
on the note is subject to change from time to time based on changes in an
independent index which is the LIBO rate. The index at the
inception of the note was 0.386% per annum. The interest rate
to be applied to the unpaid principal balance during this note will be at
a rate of 3.500 percentage points over the
index.
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·
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All
accrued interest is payable monthly. The outstanding principal
and accrued interest owed on the Note matures on January 1,
2010.
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Item
9.01. Exhibits.
(c) Exhibits.
Exhibit
No.
Description
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10.1
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Promissory
Note dated as of January 13, 2009 by and between the Company and The
Huntington National Bank.
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10.2
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Business
Loan Agreement dated as of January 13, 2009 by and between the Company and
The Huntington National Bank.
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10.3
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Commercial
Security Agreement dated as of January 13, 2009 by and between the Company
and The Huntington National Bank.
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SIGNATURE
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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SCI
ENGINEERED MATERIALS, INC.
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Date: January
23, 2009
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By:
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/s/
Daniel Rooney
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Daniel
Rooney
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Chairman
of the Board, President and Chief Executive Officer
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