Osiris Corp - Current report filing (8-K)
03 June 2008 - 5:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of
1934
Date
of
Report (Date of earliest reported): May 20, 2008
OSIRIS
CORPORATION
(Exact
name of registrant as specified in charter)
|
Delaware
|
|
333-44586
|
|
58-3565680
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
14707
California Street, Suite 5, Omaha, NE
|
|
68154
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (402) 934-2020
Copies
to:
Gregory
Sichenzia, Esq.
Thomas
A.
Rose, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 Instructions 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;
On
May
28, 2008, Thomas Equipment, Inc. (“Thomas”), a wholly-owned subsidiary of Osiris
Corporation (the “Company”),
entered
into an asset purchase agreement with Carleton International, Ltd. (“Carleton”),
in connection with the sale of certain assets from Thomas to Carleton. The
purchase price to be paid upon closing is $1,500,000, of which $1,000,000 will
be paid in cash and $500,000 shall be paid through the issuance of a 10% junior
promissory note payable on the earlier of (i) Carleton’s closing on a funding
associated with the assets purchased, or (ii) six months. The acquired assets
consist principally of the Company’s lease for its manufacturing facility in New
Brunswick, Canada and related assets. In connection with the asset purchase
agreement, Thomas and Carleton simultaneously entered into a one year management
services agreement pursuant to which Carleton shall take over the manufacturing
operations for Thomas at the New Brunswick facility. Thomas will continue its
sales and marketing activities at the facility.
Item
5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
May
20, 2008, Michael Luther resigned a member of the Board of Directors of the
Company, as well as the Boards of Directors of each subsidiary or other
affiliate of the Company. On the same date, Petter M. Etholm, the Company’s
president and chief executive officer was appointed Chairman of the
Board.
Item
9.01
Financial
Statements and Exhibits
|
10.1
|
Asset
Purchase Agreement between Thomas Equipment, Inc. and Carleton
International, Ltd., dated as of May 28, 2008
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|
|
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10.2
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Management
Services Agreement between Thomas Equipment, Inc. and Carleton
International, Ltd., dated as of May 28,
2008
|
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.
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OSIRIS
CORPORATION
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|
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Date:
June 2, 2008
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/s/
PETTER M. ETHOLM
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|
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Petter
M. Etholm,
|
|
|
President
and Chief Executive Officer
|
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