Avitar Inc /DE/ - Current report filing (8-K)
19 8월 2008 - 5:07AM
Edgar (US Regulatory)
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) August 5, 2008
AVITAR,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware 1-15695 06-1174053
(State or other
jurisdiction (Commission (IRS
Employer
of
incorporation) File
Number) Identification No.)
65 Dan
Road, Canton,
Massachusetts 02021
(Address
of principal executive
offices) (Zip
code)
Registrant's
telephone number, including area
code: (781) 821-2440
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:
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
.
On August
5, 2008, the Company entered into an Asset Purchase Agreement for the
sale of assets of its foam business to Carwild Corp. for gross proceeds of
$175,000 subject to various conditions including clear title.
Item 2.01 Completion of Acquisition or Disposition of
Assets
.
The sale
of assets of the Company’s foam business to Carwild Corp. for gross proceeds of
$175,000, as referred to in Item 1.01 above, was closed on August 15,
2008.
Item 5.01 Changes in Control of
Registrant
.
On August
15, 2008, all executive officers and directors resigned and Cory Gelmon was
appointed as the sole officer and director of the Company effective upon the
close of business August 15, 2008.
It is
expected that the former executive officers will serve as consultants in
connection with the proposed sale of assets of the Company’s diagnostic business
and the closing of certain business operations. The new management is
expected to hire a Vice President of sales for the purpose of sourcing lines of
diagnostic products for resale and also enter into a Joint Venture Agreement
with Premier Medical to sell Nerve Conduction Velocity (“NCV”) tests in
specified areas.
Item 5.02 (b) Departure of Directors or Certain
Officers
.
On August
15, 2008, all executive officers and directors resigned. See Item
5.01 above.
Item
5.02 (c) and (d) Election of Directors; Appointment of Certain
Officers.
Cory
Gelmon was appointed as the sole officer and elected as director of the Company
effective upon the close of business August 15, 2008. See Item 5.01
above. Mr. Gelmon is 48 years of age and holds the following
offices: President, Chief Executive Officer, Treasurer and
Secretary.
During
his long career in franchising, Mr. Gelmon has been an owner, promoter,
executive and a franchise lawyer. Mr. Gelmon has been president and chief
financial officer of Banyan Corporation (the parent of Premier Medical) since
2001. Since 1999 Mr. Gelmon has also practiced law with his brother in a law
partnership, Britannia Law Office. From 1993 until 1997, he was chief operating
officer and general counsel of Domino’s Pizza of Canada Ltd. Mr. Gelmon was
largely responsible for growing the Domino's Pizza chain to 200 stores
throughout Canada. He received his Bachelor of Laws with honors from the
University of London in 1987 and a Bachelor of Arts from the University of
Calgary in 1984.
Item 9.01. Financial Statements and
Exhibits
.
(a)
Not applicable
(b)
Not applicable
(c)
Exhibits
Exhibit Description
Location
------------------------------------------------------------------------------------------------------------------------
10.
Asset Purchase Agreement between the Company
and Provided
Herewith
Carwild Corp.
dated August 5,
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.
Date: August
15, 2008
AVITAR, INC.
By:
/s/PETER P.
PHILDIUS
Name: Peter P. Phildius
Title: Chief Executive Officer
Avitar (CE) (USOTC:AVTI)
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부터 10월(10) 2024 으로 11월(11) 2024
Avitar (CE) (USOTC:AVTI)
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부터 11월(11) 2023 으로 11월(11) 2024
