==================================================================================================== 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 16, 2005 The St. Lawrence Seaway Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Indiana 000-02040 35-1038443 - ------------------------------- ------------------------ --------------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation) 55 South State Avenue Indianapolis, Indiana 46204 ---------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code (317) 639-5292 ----------------------------------------- Not Applicable ------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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. As of November 16, 2005, the St. Lawrence Seaway Corporation ("St. Lawrence"), Edward B. Grier, an individual, and T3 Therapeutics, Inc. (the "Founder Company", and collectively with Mr. Grier the "Other Members") entered into an Amended and Restated Limited Liability Company Agreement (the "Amendment") of T3 Therapeutics, LLC, a Delaware limited liability company (the "Development Company"), which amends and restates St. Lawrence's joint venture with the Other Members in the Development Company entered into as of June 25, 2002 (the "Original Agreement"). Under the Original Agreement, (i) the Founder Company contributed to the Development Company all of its right, title and interest in the design, development and research of certain medicinal products in exchange for an 87.5% Class A ownership stake in the Development Company, (ii) St. Lawrence provided development funding of $750,000 to the Development Company in exchange for a 12.5% preferential Class B ownership stake in the Development Company, and (iii) Mr. Grier was granted an option to purchase 25 Class B units in the Development Company. In connection with the consummation of the transactions contemplated by the Original Agreement, Mr. Grier purchased 25 Class A units in the Development Company from the Founder Company for $150,000, which resulted in the Founder Company having an 85% Class A ownership stake in the Development Company and Mr. Grier having a 2.5% Class A ownership stake in the Development Company. In addition, the Original Agreement provided for a follow-on investment by St. Lawrence of an additional $750,000 if certain preliminary FDA testing approvals were secured, with a corresponding increase in St. Lawrence's ownership stake in the Development Company to 25%. The Amendment amends and restates the Original Agreement to, among other things, provide for satisfaction of any St. Lawrence contingent follow-on investment obligation in exchange for its making a $50,000 follow-on investment on or about the time of execution of the Amendment, and for the conversion of all of St. Lawrence's preferential Class B interests in the Development Company (including certain redemption, registration and contingent additional unit rights), as well as all of the interests of Mr. Grier and the Founder Company, into a single non-preferential class of unit interests. The $50,000 follow-on investment increases St. Lawrence's current ownership stake in the Development Company to 25%, subject to adjustment and dilution. St. Lawrence expects that its ownership stake in the Development Company will be diluted to approximately 21.5% upon the expected issuance by the Development Company of Development Company units to the original patent licensor in exchange for the original patent licensor's modified royalty agreement with the Development Company. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference. Mr. Grier is a vice president and director of St. Lawrence and, as of the conversion is a 2.5% Member of the Development Company and has an option to purchase an approximate 2.5% (25 units) additional ownership stake in the Development Company. -2-
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Current Report on Form 8-K contains statements which are not historical facts, but are forward-looking statements which are subject to risks, uncertainties and unforeseen factors that could affect the Company's ability to accomplish its strategic objectives with respect to acquisitions and developing new business opportunities, as well as its operations and actual results. All forward-looking statements contained herein reflect Management's analysis only as of the date of the filing of this Form 8-K. Except as may be required by law, the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. In addition to the disclosures contained herein, readers should carefully review risks, uncertainties and other factors contained in other documents which the Company files from time to time with the Securities and Exchange Commission, including, without limitation the Company's Form 10-QSB for the quarter ended September 30, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The following exhibits are filed herewith: Exhibit 10.1 Amended and Restated Limited Liability Agreement of T3 Therapeutics, LLC dated as of November 16, 2005 -3-
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. The St. Lawrence Seaway Corporation By: /s/ Daniel L. Nir -------------------------------------------- Daniel L. Nir President and Treasurer Dated: November 21, 2005 -4-