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): AUGUST 20, 2008
ALDEROX, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-26017 58-2222646
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
940 Calle Amanecer Suite E
San Clemente, California 92673
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 542-7440
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))
Alderox, Inc. ("we", "us" or the "Company") files this report on Form 8-K to
report the following:
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
MANAGEMENT SERVICES AGREEMENT
On August 20, 2008 we agreed to enter into a Management Services Agreement with
Melior AG, an indirect wholly-owned subsidiary of Pala Investments Holdings
Limited ("Pala"), for the provision of management and consultancy services (the
"Consulting Agreement").
We entered into the Consulting Agreement pursuant to the terms of the first
Omnibus Amendment with Pala that amended the terms of a Secured Convertible
Debenture and related agreements entered into on December 12, 2007. We
previously disclosed the first Omnibus Amendment and the requirement that we
enter into the Consulting Agreement on a Current Report on Form 8-K dated March
27, 2008 and filed with the Securities and Exchange Commission on April 2, 2008.
The Consulting Agreement is dated to be effective April 1, 2008 and has a term
of two years. Melior AG's compensation for the first year of the agreement is to
be $200,000 worth of the Company's common stock. For the second year of the
agreement, Melior AG's compensation is to be $350,000, payable either in shares
of the Company's common stock or cash, at the option of the Company. Payments in
stock are to be made using a conversion price of $0.14 per share, as
proportionately adjusted for any forward or reverse stock splits or share
dividends.
The Consulting Agreement may be terminated by Melior AG with seven days prior
written notice or by the Company with twelve months prior written notice.
The securities receivable by Melior AG, pursuant to the Debenture have been
offered and sold to Pala in reliance upon exemptions from registration pursuant
to Regulation S and Regulation D promulgated under the Securities Act of 1933,
as amended. Melior AG is a non-U.S. person as defined in Rule 502 of Regulation
S and an accredited investor as defined by Rule 501 of Regulation D.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT.
Our discussion under Item 1.01 of this Current Report is hereby incorporated by
this reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
Our discussion under Item 1.01 of this Current Report is hereby incorporated by
this reference.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
- ----------- -----------
10.1 Management Services Agreement, dated August 20, 2008, by and
between Melior AG and Alderox, Inc.
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.
Dated: August 25, 2008
Alderox, Inc.
By: /s/ Michael Davies
------------------
Michael Davies, CEO
3