UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) April 28, 2008
ALIGN
TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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0-32259
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94-3267295
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(Commission
File Number)
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(IRS
Employer Identification No.)
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881
Martin Avenue, Santa Clara, California
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95050
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
470-1000
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(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):
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
Amendment
to Credit Agreement
On
April
28, 2008, Align Technology, Inc. (the “Company”) and Comerica Bank entered into
Amendment No. 5 (the “Amendment”) to the Amended and Restated Loan and
Security Agreement dated as of December 16, 2005 as amended from time to time.
The Amendment amends Section 6.2(c) for the purpose of defining the stock
repurchase program described in Item 8.01 below as a “Permitted Investment”
thereunder.
A
copy of
the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein
by
this reference.
ITEM
8.01 Other Events
On
April
29, 2008, the Company announced that the Board of Directors of the Company
has
authorized a stock repurchase program of up to $50 million shares of the
Company’s outstanding common stock.
The
text
of the press release announcing the stock repurchase program is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
ITEM
9.01. Financial
Statements and Exhibits
(c) Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment
No. 5 to Amended and Restated Loan and Security Agreement between
Align
Technology, Inc. and Comerica Bank
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99.1
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Press
Release of Align Technology, Inc. announcing stock repurchase program
dated April 29, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities 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.
| ALIGN TECHNOLOGY, INC. | ||
| |
|
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| Dated: April 29, 2008 | By: | /s/ Kenneth B. Arola |
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Kenneth
B. Arola
Vice
President of Finance and Chief Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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|
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10.1
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Amendment
No. 5 to Amended and Restated Loan and Security Agreement between
Align
Technology, Inc. and Comerica Bank
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99.1
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Press
Release of Align Technology, Inc. announcing stock repurchase program
dated April 29, 2008
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FIFTH
AMENDMENT
TO
AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT
This
Fifth Amendment to Amended and Restated Loan and Security Agreement (the
“Amendment”) is entered into as of April 28, 2008, by and between COMERICA BANK
(“Bank”) and ALIGN TECHNOLOGY, INC. (“Borrower”).
RECITALS
Borrower
and Bank are parties to that certain Amended and Restated Loan and Security
Agreement dated as of December 16, 2005 (as amended from time to time,
including, without limitation, by that certain First Amendment to Amended and
Restated Loan and Security Agreement dated as of November 15, 2006, that certain
Second Amendment to Amended and Restated Loan and Security Agreement dated
as of
December 1, 2006, that certain Third Amendment to Amended and Restated Loan
and
Security Agreement dated as of December 22, 2006, and that certain Fourth
Amendment to Loan Documents dated as of March 7, 2007, collectively, the
“Agreement”). All indebtedness owing by Borrower to Bank shall hereinafter be
referred to as the “Indebtedness.” The parties desire to amend the Agreement in
accordance with the terms of this Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties agree as follows:
AGREEMENT
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I.
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Incorporation
by Reference.
The Recitals and the documents referred to therein are incorporated
herein
by this reference. Except as otherwise noted, the terms not defined
herein
shall have the meaning set forth in the
Agreement.
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II.
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Amendment
to the Agreement.
Subject to the satisfaction of the conditions precedent as set forth
in
Article IV hereof, the Agreement is hereby amended as set forth
below.
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A.
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Section
6.2(i) of the Agreement is hereby amended and restated in its entirety
to
read as follows:
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“(i)
as soon as available, but in any event, if there are outstanding
Credit
Extensions then within thirty (30) days after the end of each month,
and
if there are no outstanding Credit Extensions then within thirty
(30) days
after the end of each quarter, a company prepared consolidated and
consolidating balance sheet and income statement covering Borrower’s
consolidated operations during such period, in a form reasonably
acceptable to Bank and certified by a Responsible Officer, together
with a
Compliance Certificate signed by a Responsible Officer in substantially
the form of Exhibit
D
hereto;”
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B.
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Section
6.2(a) of the Agreement is hereby amended and restated in its entirety
to
read as follows:
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“(a) If
there
are outstanding Credit Extensions then within fifteen (15) days after the end
of
each month, and if there are no outstanding Credit Extensions then within
fifteen (15) days after the end of each quarter, aged listings of accounts
receivable and accounts payable by invoice date.”
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C.
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Section
6.2(b) of the Agreement is hereby deleted in its entirety and not
replaced.
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D.
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Borrower’s
and Bank’s addresses for notices set forth in Section 10 of the Agreement
are hereby amended in their entirety to read as
follows:
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“If
to Borrower:
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Align
Technology, Inc.
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881
Martin Avenue
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Santa
Clara, CA 95050
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Attn:
Roger E. George
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Fax:
(408) 727-1393
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If
to Bank:
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Comerica
Bank
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m/c
4770
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75
E Trimble Road
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San
Jose, CA 95131
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Attn:
Manager
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FAX:
(408) 556-5091
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With
a copy to:
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Comerica
Bank
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Five
Palo Alto Square, Suite 800
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3000
El Camino Real
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Palo
Alto, CA 94306
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Attn:
Heather Lynam
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FAX:
(650) 213-1710”
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E.
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Subsection
(c) of the defined term “Permitted Investment” in Exhibit
A
to
the Agreement is amended to read in its entirety as
follows:
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“(c) (i)
Repurchases of stock from former employees or directors of Borrower under the
terms of applicable repurchase agreements in an aggregate amount not to exceed
One Million Dollars ($1,000,000) in the aggregate in any fiscal year or (ii)
repurchases by Borrower of its common stock on the open market of up to Five
Million Dollars ($5,000,000) in the aggregate in any fiscal year, provided
however,
that
for the period of time from April 28, 2008 through the later to occur of (A)
December 31, 2008, or (B) the Revolving Maturity Date, Borrower shall be allowed
to repurchase up to Fifty Million Dollars ($50,000,000) of its common stock
on
the open market, and further
provided
that in
both clauses (i) and (ii) no Event of Default has occurred, is continuing or
would exist after giving effect to the repurchases; notwithstanding the above,
the foregoing limits on the aggregate amount of such repurchases shall not
apply
to the extent such repurchases are made by the cancellation of
indebtedness;”
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F.
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Exhibit
D
to
the Agreement is hereby amended and replaced in its entirety with
Exhibit
D
attached hereto.
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III.
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Legal
Effect.
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A.
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The
Agreement is hereby amended wherever necessary to reflect the changes
described above. Borrower agrees that it has no defenses against
the
obligations to pay any amounts under the
Indebtedness.
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B.
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Borrower
understands and agrees that in modifying the existing Indebtedness,
Bank
is relying upon Borrower’s representations, warranties, and agreements, as
set forth in the Agreement and the other Loan Documents. Except as
expressly modified pursuant to this Amendment, the terms of the Agreement
and the other Loan Documents remain unchanged, and in full force
and
effect. Bank’s agreement to modifications to the existing Indebtedness
pursuant to this Amendment in no way shall obligate Bank to make
any
future modifications to the Indebtedness. Nothing in this Amendment
shall
constitute a satisfaction of the Indebtedness. It is the intention
of Bank
and Borrower to retain as liable parties, all makers and endorsers
of the
Agreement and the other Loan Documents, unless the party is expressly
released by Bank in writing. No maker, endorser, or guarantor will
be
released by virtue of this Amendment. The terms of this paragraph
apply
not only to this Amendment, but also to all subsequent loan modification
requests.
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C.
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This
Amendment may be executed in two or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one
instrument. This is an integrated Amendment and supersedes all prior
negotiations and agreements regarding the subject matter hereof.
All
modifications hereto must be in writing and signed by the
parties.
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IV.
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Conditions
Precedent. Except
as specifically set forth in this Amendment, all of the terms
and
conditions of the Agreement and the other Loan Documents remain
in full
force and effect. The effectiveness of this Amendment is conditioned
upon
receipt by Bank
of:
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A. This
Amendment, duly executed by Borrower;
B. A
legal
fee from Borrower in the amount of $250; and
C.
Such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
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ALIGN
TECHNOLOGY, INC.
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By:
/s/ Kenneth B. Arola
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Name:
Kenneth B. Arola
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Title:
Vice President, Finance & CFO
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COMERICA
BANK
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By:
/s/ Jerry Iwata
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Name:
Jerry Iwata
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Title:
Vice President
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EXHIBIT
D
[INSERT
UPDATED COMPLIANCE CERTIFICATE.]
 |
 |
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Investor
Relations Contact
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Press
Contact
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Shirley
Stacy
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Shannon
Mangum Henderson
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Align
Technology, Inc.
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Ethos
Communication, Inc.
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(408)
470-1150
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(678)
540-9222
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sstacy@aligntech.com
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align@ethoscommunication.com
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Align
Technology Announces $50 Million Stock Repurchase Program
Santa
Clara, Calif. - April 29, 2008 - Align
Technology, Inc. (Nasdaq: ALGN) today announced that its board of directors
has
authorized a stock repurchase program of up to $50 million, effective
immediately.
"We
are
confident in our ability to generate cash in excess of our needs to grow
the
business," said Ken Arola, vice president and chief financial officer of
Align
Technology. "Returning this excess cash to our shareholders through a repurchase
program will contribute to our goal of enhancing shareholder value. It
will
also have the effect of offsetting dilution from our employee equity
plans."
Any
purchases under Align's stock repurchase program may be made, from time-to-time,
in the open market, through block trades or otherwise. The program does not
obligate Align to acquire any particular amount of common stock and depending
on
market conditions and other factors, these purchases may be commenced or
suspended at any time, or from time-to-time without prior notice. As of April
25, Align had approximately 69.6 million shares outstanding.
In
a
separate announcement today, Align also announced financial results for its
first fiscal quarter of 2008. For more information, please see Align's press
release titled, "Align Technology Announces First Quarter Fiscal 2008
Results."
About
Align Technology, Inc.
Align
Technology designs, manufactures and markets Invisalign, a proprietary method
for treating malocclusion, or the misalignment of teeth. Invisalign
corrects malocclusion using a series of clear, nearly invisible, removable
appliances that gently move teeth to a desired final position. Because
it does not rely on the use of metal or ceramic brackets and wires, Invisalign
significantly reduces the aesthetic and other limitations associated with
braces. Invisalign is appropriate for treating adults and older teens. Align
Technology was founded in March 1997 and received FDA clearance to market
Invisalign in 1998.
To
learn
more about Invisalign or to find a certified Invisalign doctor in your area,
please visit http://www.invisalign.com
or call
1-800-INVISIBLE.
Forward-Looking
Statement
This
press release contains forward-looking statements, including statements made
by
Mr. Arola on Align's ability to generate cash in excess of Align's needs
and
other statements about Align's common stock repurchase program, including
the
maximum amounts that may be purchased under the program. The statements are
based on current expectations, estimates and projections, are not guarantees
of
future performance, and are subject to certain risks, uncertainties and other
factors, some of which are beyond the Company's control and are difficult
to
predict, including, but not limited to, risks relating to Align's ability
to
sustain or increase profitability or revenue growth in future periods while
controlling expenses, continued customer demand for Invisalign and new products,
acceptance of Invisalign and new products by consumers and dental professionals,
competition from manufacturers of traditional braces and new competitors,
Align's ability to develop and successfully introduce new products and product
enhancements, changes in the market price of Align's common stock and changes
in
Align's financial results, financial condition and cash requirements. These
and
other risks are detailed from time to time in Align's periodic reports filed
with the Securities and Exchange Commission, including, but not limited to,
its
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which
was filed with the Securities and Exchange Commission on February 26, 2008.
Investors
should not place undue reliance on these forward-looking statements, which
speak
only as of the date of this press release. Align undertakes no obligation
to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
Align
Technology Inc. 881 Martin Avenue Santa Clara, CA 95050 Tel: (408) 470-1000
Fax:
(408) 470-1201