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): February 13, 2006 MISONIX, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-10986 11-2148932 ----------------------------------- ------------------------------------------- -------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 1938 New Highway, Farmingdale, NY 11735 ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 694-9555 -------------- ----------------------------------------------------------------------------------------------------- (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: [ ] 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. MISONIX, INC. (the "Company") and Fleet National Bank, a Bank of America Company (the "Bank") are parties to the Loan and Security Agreement dated as of January 18, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement dated as of November 12, 2002, as further amended by Amendment No. 2 to the Loan and Security Agreement dated June 20, 2003, as further amended by Amendment No. 3 to the Loan and Security Agreement dated as of January 18, 2005 and as further amended by Amendment No. 4 to the Loan and Security Agreement dated as of February 18, 2005 (collectively, the "Agreement"). As of February 13, 2006, the Company and the Bank entered into a letter agreement (the "Waiver Letter") waiving the Company's failure to comply with the financial covenants contained in the Agreement pertaining to (i) the ratio of Funded Debt to EBITDA (as such terms are defined in the Agreement) and (ii) permitting an operating loss in any two consecutive two-quarter period. On February 14, 2006, the Company entered into Amendment No. 5, dated as of February 13, 2006, to the Agreement (the "Amendment") with the Bank. The Amendment (i) modifies the covenant regarding the ratio of Funded Debt to EBITDA required to be maintained by the Company, (ii) modifies the covenant regarding the Quick Ratio (as defined in the Agreement) required to be maintained by the Company; and (iii) adds a covenant requiring the Company to maintain a minimum consolidated EBITDA. The foregoing description of the Waiver Letter and the Amendment is qualified in its entirety by reference to the provisions of the Amendment and the Waiver Letter attached to this report as Exhibits 10(vv) and (ww), respectively. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 10(vv) Letter Agreement dated as of February 13, 2006. Exhibit 10(ww) Amendment No. 5 to the Loan and Security Agreement. 2 SIGNATURES 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. Date: February 17, 2006 MISONIX, INC. By: /s/ Richard Zaremba ------------------- Richard Zaremba Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 10(vv) Letter Agreement dated as of February 13, 2006 10(ww) Amendment No. 5 to the Loan and Security Agreement