------------------------------------------------------------------------------- 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 14, 2006 ---------------- ORALABS HOLDING CORP. (Exact name of registrant as specified in its charter) ---------------- Commission file number 000-23039 COLORADO 14-1623047 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18685 East Plaza Drive, Parker, Colorado 80134 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (303) 783-9499 (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 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) Allen R. Goldstone voluntarily resigned as a director of the Company on February 14, 2006. Mr. Goldstone's resignation did not involve a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following items are filed as exhibits to this report. 99.1 Press Release issued by OraLabs Holding Corp. on February 17, 2006. 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 thereunto duly authorized. ORALABS HOLDING CORP. By: /s/ Gary H. Schlatter ---------------------------- Gary H. Schlatter President Date: February 17, 2006 2 t EXHIBIT INDEX Exhibit No. Description --------- ----------- 99.1 Press Release issued by OraLabs Holding Corp. on February 17, 2006.