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): November 19, 2007
TALON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13669 95-4654481
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
21900 BURBANK BLVD., SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
(818) 444-4100
(Registrant's Telephone Number, Including Area Code)
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.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
AMENDMENT TO CREDIT FACILITY WITH BLUEFIN CAPITAL, LLC
On November 19, 2007, Talon International, Inc. (the "Company") entered
into an Amendment No. 2 to Loan Agreement with Bluefin Capital, LLC (the
"Amendment"), which amends the Revolving Credit and Term Loan Agreement dated
June 27, 2007 between the Company and Bluefin Capital (collectively, the "Loan
Agreement"). The Amendment modifies the Loan Agreement to, among other
amendments, (a) extend until June 30, 2008 (with a further extension to March
31, 2009 if the Company's completes a qualified financing transaction) the date
on which the Company is first required to comply with the "EBITDA" covenant in
the Loan Agreement; (b) provide additional time to meet other non-financial
covenants; and (c) provide that if the Company completes a qualified equity
financing prior to June 30, 2008, Bluefin Capital will accept 25% of the net
proceeds of the equity offering as a prepayment under the Loan Agreement, in
lieu of a prepayment of 50% as originally required in the Loan Agreement.
In consideration for the modifications set forth in the Amendment, the
Company agreed to issue Bluefin Capital 250,000 shares of common stock and to
reduce the exercise price of the warrants to purchase 2,100,000 shares of the
Company's common stock issued on June 27, 2007 in connection with the execution
of the Loan Agreement from a weighted average exercise price of $1.05 per share
to $0.75 per share. In addition, if the Company completes a qualified equity
financing, the Company agreed to issue Bluefin Capital an additional 500,000
shares of common stock and to further reduce the exercise price of the warrants
to the price of warrants issued in the financing, if lower. The issuance and
sale of the 250,000 shares was exempt from the registration and prospectus
delivery requirements of the Securities Act pursuant to Section 4(2) of the
Securities Act and Rule 506 thereunder as a transaction not involving any public
offering.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
None.
(b) Pro forma financial information.
None.
(c) Shell company transactions.
None.
(d) Exhibits.
The following exhibit is filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.35.2 Amendment No. 2 to Loan Agreement dated November 19,
2007 by and between the Registrant and Bluefin
Capital, LLC.
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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.
TALON INTERNATIONAL, INC.
Date: November 26, 2007 By: /S/ LONNIE D. SCHNELL
---------------------------------------
Lonnie D. Schnell, Chief Financial Officer
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.35.2 Amendment No. 2 to Loan Agreement dated November 19, 2007 by and
between the Registrant and Bluefin Capital, LLC.
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