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):
MARCH 31, 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 1.01. Entry into a Material Definitive Agreement.
On March 31, 2006, OraLabs Holding Corp ("OraLabs" or the "Company") entered
into a Stock Exchange Agreement (the "Agreement") under which all of the issued
and outstanding shares of Partner Success Holdings Limited ("PSHL") will be
acquired by OraLabs in consideration for the issuance to the owners of PSHL of
common stock representing a 94 percent ownership interest in the Company, after
giving effect to a redemption by the Company of 3,629,350 shares of its
outstanding common stock owned individually by its President, Gary H. Schlatter.
The redemption will be in consideration for the transfer to Mr. Schlatter of all
of the Company's outstanding common stock of OraLabs, Inc., the Company's
wholly-owned operating subsidiary. The 94% ownership interest in OraLabs will be
determined on a fully diluted basis that will take into account the issuance of
300,000 shares to the non-employee directors of OraLabs prior to Closing upon
receiving shareholder approval, and any options that may be exercised by
employees prior to Closing. If the closing of the Agreement occurs, PSHL will
become a wholly-owned subsidiary of the Company.
The Agreement may be terminated by either party under its terms on October 15,
2006 if the closing has not occurred by that date. The closing of the Agreement
is conditioned upon, among other things, customary closing conditions, including
the satisfaction of both the Company and PSHL with their due diligence
investigations of the other party and the receipt by the Board of Directors of
OraLabs of a fairness opinion. If the closing under the Agreement occurs, it is
expected to occur during the Company's third fiscal quarter.
Under the terms of the Agreement, the current officers and directors of OraLabs
shall resign on the closing date and be replaced by officers and directors to be
named by PSHL. No assurances can be given that the Agreement will close or, if
the closing occurs, as to the final terms of the Agreement. A copy of the
Agreement is attached to this Current Report as Exhibit 2.1 and is incorporated
herein by reference as though fully set forth herein. The foregoing summary
description of the Agreement and the transactions contemplated thereby is not
intended to be complete and is qualified in its entirety by the complete text of
the Agreement.
Item 7.01. Regulation FD Disclosure.
A press release dated April 6, 2006, discussing the Agreement is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference. The
information contained in this Item 7.01, including the accompanying exhibit, is
being furnished and shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or
otherwise subject to the liability of that section. The information contained in
this Item 7.01, including the accompanying exhibit, shall not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof, except as shall be
expressly set forth by specific reference in such filing.
Forward-looking Statement
Except for historical information and discussions contained herein, statements
included in this Current Report may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this Current Report relate to the occurrence of
and timing of the closing of the Agreement and to the final terms of the
Agreement. These statements are based on the Company's current beliefs and
expectations as to such future outcomes. These statements involve a number of
risks, uncertainties, and other factors that could cause results to differ
materially.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
2.1 Stock Exchange Agreement, dated as of March 31, 2006, by and among
OraLabs Holding Corp., Partner Success Holdings Limited and others.
The following exhibit is furnished herewith:
99.1 Press Release, issued by OraLabs Holding Corp., dated April 6, 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 hereunto duly authorized.
ORALABS HOLDING CORP.
By: /S/ GARY H. SCHLATTER
---------------------------
Gary H. Schlatter
President
Date: April 6, 2006
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
2.1 Stock Exchange Agreement, dated as of March 31, 2006, by and among OraLabs
Holding Corp., Partner Success Holdings Limited and others
99.1 Press Release issued by OraLabs Holding Corp., dated April 6, 2006
(furnished pursuant to Item 7.01 and not filed)