UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 10, 2004
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MICROFINANCIAL INCORPORATED
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of incorporation)
1-14771 04-2962824
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(Commission file number) (IRS Employer Identification Number)
10-M Commerce Way, Woburn, MA 01801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 994-4800
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Item 5. Other Events.
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On June 10, 2004, TimePayment Corp. LLC, a wholly-owned subsidiary of
the Registrant, signed a credit agreement with Acorn Capital Group, LLC. The
credit agreement provides for a secured line of credit of up to $8 million. On
the same date, TimePayment signed a note purchase agreement with Ampac Capital
Solutions, LLC. The note purchase agreement provides for a loan to TimePayment
of up to $2 million. Each facility was guaranteed on a conditional, subordinated
basis by the Registrant. In connection with these agreements, the Registrant
issued warrants to the lenders to purchase up to an aggregate of 402,342 shares
of common stock of the Registrant, and agreed to register the shares underlying
the warrants with the Securities and Exchange Commission. The Registrant issued
a press release announcing these transactions on June 14, 2004, a copy of which
is attached as exhibit 99.1. The details of the transaction are set forth in the
Credit Agreement, the Note Purchase Agreement, and the other documents which are
attached as exhibits to this Current Report. The description of the transaction
in this Current Report is qualified in its entirety by reference to such
agreements and the other exhibits hereto.
Item 7. Financial Statements and Exhibits.
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Exhibit Exhibit Title
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Exhibit 10.1 Credit Agreement dated as of June 10, 2004, by and between
TimePayment Corp. LLC and Acorn Capital Group, LLC
Exhibit 10.2 Note dated June 10, 2004 to Acorn Capital Group, LLC by
TimePayment Corp. LLC
Exhibit 10.3 Conditional Guaranty dated June 10, 2004, by MicroFinancial
Incorporated and Leasecomm Corporation in favor of Acorn
Capital Group, LLC
Exhibit 10.4 Pledge and Security Agreement dated June 10, 2004 by
TimePayment Corp. LLC in favor of Acorn Capital Group, LLC
Exhibit 10.5 Conditional Pledge and Security Agreement dated June 10, 2004
by MicroFinancial Incorporated and Leasecomm Corporation in
favor of Acorn Capital Group, LLC
Exhibit 10.6 Note Purchase Agreement dated as of June 10, 2004, by and
between TimePayment Corp. LLC and Ampac Capital Solutions, LLC
Exhibit 10.7 Subordinated Promissory Note dated June 10, 2004, to Ampac
Capital Solutions, LLC by TimePayment Corp. LLC
Exhibit 10.8 Subordinated Conditional Guaranty dated June 10, 2004, by
MicroFinancial Incorporated in favor of Ampac Capital
Solutions, LLC
Exhibit 10.9 Warrant Certificate to purchase 100,000 shares of Common
Stock, dated June 10, 2004 issued to Acorn Capital Group, LLC
by MicroFinancial Incorporated
Exhibit 10.10 Warrant Certificate to purchase up to 191,685 shares of
Common Stock, dated June 10, 2004 issued to Ampac Capital
Solutions, LLC by MicroFinancial Incorporated
Exhibit 10.11 Warrant Certificate to purchase up to 110,657 shares of
Common Stock, dated June 10, 2004 issued to Ampac Capital
Solutions, LLC by MicroFinancial Incorporated
Exhibit 10.12 Registration Rights Agreement dated June 10, 2004 by and
among MicroFinancial Incorporated, Acorn Capital Group, LLC
and Ampac Capital Solutions, LLC
Exhibit 99.1 Press Release dated June 14, 2004
SIGNATURES
Pursuant to the requirements of the Securities and 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.
MICROFINANCIAL INCORPORATED
Registrant
By: /s/ James Jackson
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James Jackson
Vice President and Chief Financial Officer
Dated: June 14, 2004
EXHIBIT INDEX
Exhibit Exhibit Title
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Exhibit 10.1 Credit Agreement dated as of June 10, 2004, by and between
TimePayment Corp. LLC and Acorn Capital Group, LLC
Exhibit 10.2 Note dated June 10, 2004 to Acorn Capital Group, LLC by
TimePayment Corp. LLC
Exhibit 10.3 Conditional Guaranty dated June 10, 2004, by MicroFinancial
Incorporated and Leasecomm Corporation in favor of Acorn Capital
Group, LLC
Exhibit 10.4 Pledge and Security Agreement dated June 10, 2004 by TimePayment
Corp. LLC in favor of Acorn Capital Group, LLC
Exhibit 10.5 Conditional Pledge and Security Agreement dated June 10, 2004 by
MicroFinancial Incorporated and Leasecomm Corporation in favor of
Acorn Capital Group, LLC
Exhibit 10.6 Note Purchase Agreement dated as of June 10, 2004, by and between
TimePayment Corp. LLC and Ampac Capital Solutions, LLC
Exhibit 10.7 Subordinated Promissory Note dated June 10, 2004, to Ampac Capital
Solutions, LLC by TimePayment Corp. LLC
Exhibit 10.8 Subordinated Conditional Guaranty dated June 10, 2004, by
MicroFinancial Incorporated in favor of Ampac Capital Solutions,
LLC
Exhibit 10.9 Warrant Certificate to purchase 100,000 shares of Common Stock,
dated June 10, 2004 issued to Acorn Capital Group, LLC by
MicroFinancial Incorporated
Exhibit 10.10 Warrant Certificate to purchase up to 191,685 shares of Common
Stock, dated June 10, 2004 issued to Ampac Capital Solutions, LLC
by MicroFinancial Incorporated
Exhibit 10.11 Warrant Certificate to purchase up to 110,657 shares of Common
Stock, dated June 10, 2004 issued to Ampac Capital Solutions, LLC
by MicroFinancial Incorporated
Exhibit 10.12 Registration Rights Agreement dated June 10, 2004 by and among
MicroFinancial Incorporated, Acorn Capital Group, LLC and Ampac
Capital Solutions, LLC
Exhibit 99.1 Press Release dated June 14, 2004