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 Earliest Event Reported) November 11, 2006
BIOSYNERGY,INC.
(Exact name of Registrant as specified in its charter)
Illinois 0-12459 36-2880990
- -----------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification)
1940 E. Devon, Elk Grove Village, Illinois 60007
- -----------------------------------------------------------------------
(Address of
principal executive offices)
Registrant's telephone number, including area code: (847) 956-0471
N/A
- ----------------------------------------------------------------------
(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 3.02. Unregistered Sales of Equity Securities
As previously reported in Form 10-KSB filed for fiscal year end
4/30/06, on November 12, 1998, Biosynergy, Inc. (the "Company")
granted an option to its President, Fred K. Suzuki, to purchase all
or a portion of 3,000,000 shares of the Company's common stock at a
purchase price of $.025 per share. The option was exercised, in
part, on May 9, 2001 and the option was extended twice. Effective
November 12, 2004, the Company extended the option to Mr.Suzuki to
purchase all or a portion of the remaining 2,951,000 shares until
November 12, 2006. Mr. Suzuki, on November 11, 2006, exercised this
option to the extent of 720,000 shares fo the Company's common stock
at a purchase price of $.025 per share resulting in an additional
paid-in-capital of $18,000.
Exemption claimed under Regulation 701.
The Company is relying on Regulation 701 of the Securities
Act of 1933 (the "Act") for exemption from registration of
the common stock sold to Mr. Suzuki. Regulation 701 of the
Act exempts offers and sales of securities under a written
compensatory benefit plan (or written compensatory
contract) established by the issuer. Regulation 701
defines "Compensatory Benefit Plan" as any purchase,
savings, option, bonus, stock appreciation, profit sharing,
thrift, incentive, deferred compensation, pension or
similar plan. Mr. Suzuki, in the instant case, was granted
a stock option as part of his compensation package and thus
the exercise of such is exempt from registration under
Regulation 701.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Stock Option Exercise Agreement Dated November 11, 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.
BIOSYNERGY, INC.
Date: November 14, 2006 By: /s/ Fred K. Suzuki /s/
-------------------------
Fred K. Suzuki, President
By: /s/ Lauane C. Addis /s/
--------------------------
Lauane C. Addis, Secretary