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): January 14, 2003
Ridgefield Acquisition Corp.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-16335 84-0922701
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(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
10 South Street, Suite 202, Ridgefield, Connecticut 06877
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(Address of Principal Executive Offices)
(203) 894-9755
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(Registrant's Telephone Number, including area code)
Bio-Medical Automation, Inc.
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(Former Name of Registrant)
Item 5. Other Events.
On April 1, 2002, the Registrant was administratively dissolved by the
Colorado Secretary of State for failing to timely file its bi-annual
registration with the Colorado Secretary of State. On January 14, 2003 the
Registrant filed an application for reinstatement pursuant to Section 7-114-203
of the Colorado Revised Statutes. In connection with the reinstatement and in
accordance with Colorado corporate law the Registrant changed its name from
Bio-Medical Automation, Inc. to Ridgefield Acquisition Corp. The reinstatement
and name change became effective on January 14, 2003 when the Application for
Reinstatement was filed with the Colorado Secretary of State. Neither the
administrative dissolution nor reinstatement and name change has had or will
have any material effect on the rights of the holders of the securities of the
Registrant. Shareholders may, but are not required to exchange their stock
certificates.
On January 6, 2003, the Board of Directors of the Registrant authorized
the formation of a wholly owned subsidiary of the Registrant for the purposes of
holding and exploiting the Registrant's United States Patent No. US 6,358,749 B1
for the "Automated System for Chromosome Microdissection and Method of Using
Same" (the "Patent"). The Registrant plans to attempt to develop and exploit the
Patent through the wholly owned subsidiary.
The Patent covers an automated system and method for the
microdissection of samples such as chromosomes or other biological material, and
in particular, it relates to a robotic assisted microdissection system and
method that significantly reduces the time and skill needed for cellular and
sub-cellular dissections. Microdissection is defined as dissection under the
microscope; specifically: dissection of cells and tissues by means of fine
needles that are precisely manipulated by levers. The system and method covered
by the Patent attempts to provide reliability and ease of operation thereby
making microdissection widely available to laboratories. While the Registrant
has never derived any revenues from the micro-robotic device, the Registrant,
through its wholly owned subsidiary, plans to attempt to license or sell the
technology covered by the Patent. There can be no assurances that the Registrant
will be able to successfully market the technology covered by the Patent or that
the Registrant will ever derive any revenues from the Patent or the technology
covered by the Patent.
On February 27, 2003, the Board of Directors of the Registrant
authorized the formation of a Nevada corporation named Bio-Medical Automation,
Inc. and authorized the management of company to transfer the Registrant's right
title and interest in the Patent to Bio-Medical Automation, Inc. On March 3,
2003 the Registrant filed Articles of Incorporation with the Secretary of State
of the State of Nevada to form Bio-Medical Automation, Inc., a Nevada
corporation wholly owned by the Registrant. A copy of the Articles of
Incorporation of Bio-Medical Automation, Inc., a Nevada corporation, are
attached hereto as an Exhibit.
Certain of the statements contained herein are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
Such statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those included in the forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this release. The
Company undertakes no obligation to update any forward-looking statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit Description
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3.6 Articles of Incorporation of Bio-Medical Automation, Inc., a
Nevada corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
4net Software, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson,
CEO and President
Dated: March 6, 2003
Exhibit Index
Exhibit Description
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3.6 Articles of Incorporation of Bio-Medical Automation, Inc., a
Nevada corporation.