UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 23, 2005
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 February 23, 2005, OraLabs Holding Corp ("OraLabs" or the "Company") entered
into a definitive Stock Exchange Agreement (the "Agreement") under which NVC
Lighting Investment Holdings Limited ("NVC") will be acquired by OraLabs in
consideration for the issuance to the owners of NVC of common stock representing
at least a 90 percent ownership interest of the Company (and up to a 94 percent
ownership interest depending upon the amount of net after tax income of NVC for
the year ended December 31, 2004). Simultaneously with that acquisition, the
Company will redeem all of its outstanding common owned by its President, Gary
H. Schlatter, in consideration for the issuance to him of all of the Company's
outstanding common stock of OraLabs, Inc., the Company's wholly-owned operating
subsidiary.
The closing of the Agreement is conditioned upon, among other things, customary
closing conditions, including the satisfaction of both the Company and NVC 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 second or third
fiscal quarter.
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 February 23, 2005, discussing the Agreement is furnished
herewith as Exhibit 99.10 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 Form 8-K relate to the 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 February 23, 2005, by and
among OraLabs Holding Corp., NVC Lighting Investment Holdings Limited and
others.
The following exhibit is furnished herewith:
99.10 Press Release, issued by OraLabs Holding Corp., dated February 23,
2005.
SIGNATURES
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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
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Gary H. Schlatter
President
Date: February 24, 2005
EXHIBIT INDEX
Exhibit No. Description
2.1 Stock Exchange Agreement, dated as of February 23, 2005, by
and among OraLabs Holding Corp., NVC Lighting Investment
Holdings Limited and others
99.10 Press Release issued by OraLabs Holding Corp., dated February
23, 2005 (furnished pursuant to Item 7.01 and not filed).