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): June 23, 2008
GETTING READY CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 333-132578 | | 30-0132755 |
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(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33131
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (305) 573-4112
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 (seeGeneral Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | 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 June 23, 2008, Getting Ready Corporation (the “Company”) executed the Second Amendment (the “Amendment”) to the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of November 13, 2007, by and among the Company, Winston Laboratories, Inc., a Delaware corporation (“Winston”), and Winston Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”).
The Amendment modifies certain of the conditions to the closing of the merger and deletes one such condition. The merger is expected to close in the third quarter of 2008.
This description of the Amendment is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 2.1 to this report, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 2.1 | | Second Amendment to the Merger Agreement and Plan of Reorganization, dated as of November 13, 2007, by and among the Company, Winston and Merger Sub, dated June 23, 2008. |
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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.
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| | GETTING READY CORPORATION
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| Date: June 24, 2008 | By: | /s/ Glenn L. Halpryn | |
| | | Glenn L. Halpryn | |
| | | President | |
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EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 2.1 | | Second Amendment to the Merger Agreement and Plan of Reorganization, dated as of November 13, 2007, by and among the Company, Winston and Merger Sub, dated June 23, 2008. |
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