UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2006
AEROBIC CREATIONS, INC.
(Exact Name of registrant as specified in its charter)
NEVADA 0-51091 20-0781155
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
47 SCHOOL AVENUE, CHATHAM, NEW JERSEY 07928
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 635-4047
N/A
(Former name or former address, if changed since last report)
201-15228 THRIFT AVENUE, WHITE ROCK, B.C. V4B 2K9
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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))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SECURITIES PURCHASE AGREEMENT
On June 14, 2006, we entered into a Common Stock Purchase Agreement
(the "Purchase Agreement") with Arnold P. Kling and R&R Biotech Partners, LLC
(collectively, the "AERC Stock Purchasers"), pursuant to which we sold 8,200,000
shares of our common stock ("Common Stock") to the AERC Stock Purchasers in a
private placement transaction for aggregate gross proceeds to us of $50,000.00.
Simultaneously, the AERC Stock Purchasers acquired 1,300,000 share of
outstanding Common Stock from five existing shareholders in a private
transaction. The acquisition of shares by the AERC Stock Purchasers pursuant to
the Purchase Agreement and from the existing shareholders is collectively
referred to herein as the "Purchase".
SECTION 3-SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 14, 2006, we closed the sale in a private placement transaction
of an aggregate of 8,200,000 shares of Common Stock to the AERC Stock Purchasers
for an aggregate purchase price of $50,000. The shares were issued to the AERC
Stock Purchasers, both accredited investors, pursuant to the exemption afforded
by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended.
SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGE IN CONTROL OF THE REGISTRANT
Upon the closing of the Purchase, the AERC Stock Purchasers acquired an
aggregate of 9,500,000 shares of Common Stock, or approximately 95% of the
issued and outstanding Common Stock, and attained voting control of the company.
The source of funds used by the AERC Stock Purchasers was their respective
working capital.
We are presently authorized to issue 100,000,000 shares of Common
Stock. Prior to the closing, as of June 13, 2006, 1,800,000 shares of Common
Stock were issued and outstanding. After the closing, as of June 14, 2006, there
are 10,000,000 shares of Common Stock issued and outstanding.
The following table sets forth, immediately following the closing,
certain information regarding beneficial ownership of outstanding shares of
Common Stock.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
R&R BIOTECH PARTNERS LLC (2) 7,600,000 76.00%
1270 Avenue of the Americas
16th Floor
New York, NY 10020
ARNOLD P. KLING (3) 1,900,000 19.00%
712 Fifth Avenue, 11th Floor
New York, NY 10019
BARTLY J. LOETHEN (4) 0 0.00%
730 W. Randolph, 6th Floor
Chicago, IL 60605
KIRK M. WARSHAW (5) 0 0.00%
47 School Avenue
Chatham, NJ 07928
TOTAL 9,500,000 95.00%
(1) The percentage of Common Stock is calculated based upon 10,000,000 shares
issued and outstanding as of June 14, 2006.
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(2) ARF Trust, Steven A Horowitz, Trustee and Edward Rubin indirectly control
R&R Biotech Partners, LLC and therefore are the beneficial owners of the shares
held by this entity.
(3) President and director. (See our response to Item 5.02 below).
(4) A director (See our response to Item 5.02 below).
(5) Chief Financial Officer, treasurer and secretary of the company.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Simultaneous with the closing of the Purchase, Arnold P. Kling was
appointed to our board of directors and will serve with Bartly J. Loethen, a
current director. Following the expiration of the 10-day period beginning on the
date of the filing of the Information Statement with the SEC pursuant to Rule
14f-1 promulgated under the Securities Exchange Act of 1934, as amended, Mr.
Loethen will resign and the composition of our board will change such that Mr.
Kling will be the sole director. Also effective upon the closing of the
Purchase, Mr. Loethen resigned as our sole officer and our board of directors
appointed Mr. Kling as president of the company and Kirk M. Warshaw as chief
financial officer, treasurer and secretary of the company.
It is not currently contemplated that Mr. Kling will be compensated for
serving as either an officer or director of the company. Mr. Warshaw will be
compensated for services to be rendered by the issuance of shares of Common
Stock to him in an amount to be determined.
BIOGRAPHICAL INFORMATION REGARDING THE
INCOMING DIRECTOR AND EXECUTIVE OFFICERS
The principal occupation and brief summary of the background of the
incoming director and executive officers is as follows:
ARNOLD P. KLING, 48. Mr. Kling is currently a Managing Director of GH Venture
Partners, LLC, a private equity and merchant banking boutique for which he also
served as a Managing Director and General Counsel from 1995 to 1999. From 1999
through August 2005, Mr. Kling was the President of Adelphia Holdings, LLC, a
merchant-banking firm as well as the managing member of several private
investment funds. From 1993 to 1995 he was a senior executive and General
Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of Law
in 1983. Mr. Kling currently serves as a Director and President of Twin Lakes
Delaware, Inc., R&R Acquisition II, Inc., R&R Acquisition III, Inc., R&R
Acquisition IV, Inc. and R&R Acquisition V, Inc. (each a publicly reporting,
non-trading company), Entrust Financial Services, Inc. (OTCBB:ENFN), and
24Holdings, Inc. (OTCBB:TFHD).
KIRK M. WARSHAW, 48. Mr. Warshaw is a financial professional who, since 1990,
has provided clients in a multitude of different industries with advice on
accounting, corporate finance, and general business matters. Prior to starting
his own consulting firm, from 1983 to 1990, he held the various titles of
Controller, Chief Financial Officer, President, and Chief Executive Officer at
three separate financial institutions in New Jersey. From 1980 through 1983, Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
Financial Officer of Entrust Financial Services, Inc. (OTCBB:ENFN), the Chief
Financial Officer and Director of 24Holdings, Inc. (OTCBB:TFHD), a Director of
Empire Financial Holding Company (AMEX:EFH), Chief Financial Officer of Twin
Lakes Delaware, Inc. (a publicly reporting, non-trading company), Chief
Financial Officer and Secretary of R&R Acquisition II, Inc., R&R Acquisition
III, Inc., R&R Acquisition IV, Inc. and R&R Acquisition V, Inc. (each a publicly
reporting, non-trading company), and a Director of two privately owned entities.
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SECTION 8--OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
As of June 14, 2006, the address and telephone number of our principal
executive offices is as follows:
Aerobic Creations, Inc.
c/o Kirk M. Warshaw
47 School Avenue, Chatham New Jersey 07928
Telephone#: (973) 635-4047
SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
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10.1 Common Stock Purchase Agreement dated June 14, 2006 among the
Registrant, Arnold P. Kling and R&R Biotech Partners, LLC.
* * * * * * * * * * * * * *
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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.
Date: June 15, 2006
AEROBIC CREATIONS, INC.
By: /s/ Arnold P. Kling
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Arnold P. Kling
President
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