SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 17, 2006
AVITAR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15695 06-1174053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
65 Dan Road, Canton, Massachusetts 02021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 821-2440
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
At 5 P.M. (Delaware Time) on February 17, 2006 (the "Effective Time"), the
one-for-fifty (1 for 50) reverse stock split of the common stock of Avitar, Inc.
(the "Corporation") became effective. As previously announced, at the Effective
Time each fifty shares of the Corporation's common stock, par value $.01 per
share , issued and outstanding immediately prior to the Effective Time
automatically, without further action on the part of the Corporation or its
stockholders, combined into and became one share of fully paid and nonassessable
common stock.
No fractional shares will be issued in connection with the reverse stock
split. Stockholders who otherwise would be entitled to receive fractional shares
will be entitled, upon surrender to the exchange agent of certificate(s)
representing such shares, to one full share in lieu of any such fractional
share.
Our transfer agent, Continental Stock Transfer & Trust Company, is acting
as exchange agent for purposes of implementing the exchange of stock
certificates, and is referred to as the "exchange agent." As soon as practicable
after the Effective Time, a letter of transmittal is being sent to stockholders
of record as of the Effective Time for purposes of surrendering to the exchange
agent certificates representing pre-reverse stock split shares in exchange for
certificates representing post-reverse stock split shares in accordance with the
procedures set forth in the letter of transmittal. No new certificates will be
issued to a stockholder until such stockholder has surrendered such
stockholder's outstanding certificate(s), together with the properly completed
and executed letter of transmittal, to the exchange agent. From and after the
Effective Time, any certificates formerly representing pre- reverse stock split
shares which are submitted for transfer, whether pursuant to a sale, other
disposition or otherwise, will be exchanged for certificates representing
post-reverse stock split shares. Stockholders who do not have stock certificates
for surrender and exchange will have their accounts automatically adjusted in
order to reflect the number of shares of common stock they hold as a consequence
of the reverse stock split.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment of Certificate of Incorporation effective 5 P.M.
(Delaware Time) on February 17, 2006 implementing the one-for-fifty reverse
stock split, previously filed with the Securities and Exchange Commission
on February 13, 2006 (Commission File No. 333- 131797), and incorporated
herein by reference.
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: February 23,2006 AVITAR, INC.
By: /s/ Jay Leatherman
Name: Jay Leatherman
Title: Chief Financial Officer