8-K
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): October 24, 2006
CONMED
CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
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0-16093
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16-0977505
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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525
French Road
Utica,
New York 13502
(Address
of principal executive offices, including zip code)
(315)
797-8375
(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 obligations 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; Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
October 24, 2006, CONMED Corporation (the "Registrant") and its subsidiary,
CONMED Receivables Corporation, entered into the third amendment (the
"Amendment") to the Amended and Restated Receivables Purchase Agreement dated
as
of October 23, 2003 among CONMED Receivables Corporation, the Registrant and
Bank of America, N.A., which is Exhibit 10.17 to the Company's Annual Report
on
Form 10-K for the year ended December 31, 2005. The Amendment, among other
matters, (1) extended the commitment termination date for the receivables
securitization to October 31, 2008 and (2) amended the financial covenants
so
that the covenants applicable to the receivables purchase agreement are the
same
as the covenants in Sections 7.1 and 7.7 of the Registrant's principal credit
facility.
Bank
of
America, N.A., as the purchaser under the Receivables Purchase Agreement, and
its affiliates, have in the past provided, and may in the future provide,
investment banking, underwriting, lending, commercial banking and other advisory
services to the Registrant and its subsidiaries. Bank of America, N.A. has
received, and may in the future receive, customary compensation from the
Registrant and its subsidiaries for such services.
The
foregoing description of the Receivables Purchase Agreement and related matters
is qualified in its entirety by reference to the Receivables Purchase Agreement,
which will be filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits
The
following exhibit is included herewith:
Exhibit
No. Description
of Exhibit
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10.1
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Amended
and Restated Receivables Purchase Agreement dated October 24,
2006.
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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 thereunto
duly authorized.
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CONMED
CORPORATION
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(Registrant)
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By:
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Robert
D. Shallish, Jr.
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Vice
President - Finance and
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Chief
Financial Officer
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Date:
October
30, 2006