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
October 5, 2005
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Date of Report (Date of earliest event reported):
ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 0-11485 84-1072256
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
7000 North Broadway, Building 3-307, Denver, CO 80221
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(Address of principal executive offices)
(303) 863-8808
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Registrant's telephone number, including area code:
(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:
[ ] 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.
Effective October 5, 2005, Accelr8 Technology Corporation (the "Accelr8")
and Promega Corporation ("Promega") entered into a Feasibility Testing Agreement
(the "Feasibility Testing Agreement"). The following summary of the Feasibility
Testing Agreement is qualified in its entirety by reference to the entire
Feasibility Testing Agreement.
Pursuant to the Feasibility Testing Agreement, Accelr8 will focus on the
development of a customized coating for glass slides for use by Promega and a
potential short term supply of such glass slides, should the development be
successful and Promega chooses Accelr8 to manufacture and supply slides for sale
to third parties. The Feasibility Testing Agreement requires that the
feasibility testing be divided into two phases. Promega will pay Accelr8 $49,000
in return for Accelr8's performance under the Feasibility Testing Agreement. If
Promega determined that Phase 1 is not successfully completed, Accelr8 will
return $22,000 to Promega and Accelr8 will have no further obligation under the
Feasibility Testing Agreement. If both phases have been successfully completed,
the materials developed meet Promega's product performance parameters, and
Promega wishes to sell slides with the Customized Coating (as defined in the
Feasibility Testing Agreement), the Accelr8 and Promega will enter into a
license agreement.
Any invention developed under the Feasibility Testing Agreement that
constitutes an improvement of Accelr8's Background Technology (as defined in the
Feasibility Testing Agreement) shall be owned by Accelr8. Any other inventions
shall be a joint invention owned by both Accelr8 and Promega. The Feasibility
Testing Agreement, unless previously terminated, expires on September 30, 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.
Date: October 17, 2005 ACCELR8 TECHNOLOGY CORPORATION
By: /s/ Thomas V. Geimer
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Thomas V. Geimer, Chief Executive Officer