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): December 18,
2008
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
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California
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0-32565
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87-0673375
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5090
N. 40th Street, Suite 400
Phoenix,
AZ
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85018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (602) 522-3000
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
See the
information set forth in Item 2.03 of this Current Report on Form 8-K, which is
incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
December 18, 2008, NutraCea entered into a credit arrangement with Wells Fargo
Business Credit, a division of Wells Fargo Bank, N.A. (“Wells
Fargo”). The credit arrangement consists of three separate credit
facilities as follows:
Line of
Credit
Wells
Fargo advanced to NutraCea under a revolving line of credit an amount up to
$2,500,000. The interest rate on this line of credit is prime plus
2.5%. NutraCea may use the proceeds from this line of credit for
ordinary working capital. The maturity date under the line of credit
is November 30, 2011.
Real Estate
Loan
Wells
Fargo advanced to NutraCea $5,000,000 secured against property owned by NutraCea
located at 4502 W. Monterosa Street, Phoenix, Arizona (the “Monterosa
Property”). This loan is subject to a cash holdback of up to
$1,500,000 to be used as collateral for the obligations created under the
facilities which may be released if NutraCea’s debt service coverage ratio is
greater than one for three consecutive quarters and (i) no event of default
exists and (ii) availability under the line of credit facility is greater than
$350,000. The interest rate on this loan is prime plus
3.0%. NutraCea may use the proceeds from this loan for any
purpose. The maturity date under the line of credit is December 31,
2018.
Term
Loan
Wells
Fargo advanced to NutraCea up to $2,500,000. The interest rate
on this loan is prime plus 3.0%. NutraCea may use the proceeds from
this loan for any purpose. The maturity date under the line of credit
is November 30, 2011. This loan will be advanced to NutraCea on or
before June 30, 2010 on the condition that NutraCea has positive cash flow for 3
consecutive quarters and is current with its trade vendors.
The above
credit facilities are secured by the Monterosa Property and certain other
personal property of NutraCea. NutraCea may terminate any of the above
facilities at any time upon 90 days notice, subject to payment of fees and
repayment of the outstanding credits. NutraCea may terminate the
above facilities at any time less than 90 days notice, subject to a payment of a
penalty, payment of fees and repayment of the outstanding
credits. Wells Fargo may terminate the facilities at any time upon an
event of default as defined in the agreement. In the event of a
default the interest rate will increase to 3.0% above the applicable interest
rate for each facility.
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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NUTRACEA
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Date:
12/24/08
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By:
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Olga
Hernadez-Longan
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Chief
Financial Officer
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(Duly
Authorized Officer)
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