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):
November 9, 2005
ORALABS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Commission file number 000-23039
COLORADO 14-1623047
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18685 East Plaza Drive, Parker, Colorado 80134
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(Address of principal executive offices) (Zip Code)
(303) 783-9499
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(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 1.02. Termination of a Material Definitive Agreement
On November 9, 2005, NVC Lighting Investment Holdings Limited ("NVC")
notified OraLabs of NVC's termination of the Stock Exchange Agreement dated
February 23, 2005, between OraLabs and NVC, as amended. Under the Agreement, NVC
was to be acquired by OraLabs as a wholly-owned subsidiary in consideration for
the issuance to the owners of NVC of 94% of the outstanding common stock of
OraLabs as of the time of the closing. Simultaneously with that acquisition,
OraLabs was to redeem all of its outstanding common stock owned by its
President, Gary H. Schlatter, in consideration for the issuance to him of all of
OraLabs' outstanding common stock of its wholly-owned subsidiary, OraLabs, Inc.,
the operating subsidiary of OraLabs.
NVC chose to exercise its right to terminate under the First Amendment
to the Stock Exchange Agreement. There are no early termination penalties either
incurred by OraLabs or paid to OraLabs.
Item 7.01. Regulation FD Disclosure
On November 9, 2005, OraLabs Holding Corp. issued a press release
announcing the termination of the Stock Exchange Agreement. A copy of the press
release is attached as Exhibit 99.11 to this report and is incorporated herein
by reference. The information contained in this Item 7.01, including Exhibit
99.11, 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, or otherwise
subject to the liabilities 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, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished herewith:
99.11 Press Release issued by OraLabs Holding Corp.,
dated November 9, 2005.
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
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Gary H. Schlatter
President
Date: November 10, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.11 Press Release issued by OraLabs Holding Corp.,
dated November 9, 2005.