UNITED STATES
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
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Date of Report: SEPTEMBER 12, 2008
ALLERGY RESEARCH GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
FLORIDA 000-27227 13-3940486
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
2300 NORTH LOOP ROAD
ALAMEDA, CA 94502
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 545-9960
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 Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
At 12:00 Midnight, New York City time, on Tuesday, September 9, 2008,
the tender offer (the "OFFER") made by Longhorn Acquisition Corp., a Florida
corporation ("PURCHASER"), and a wholly owned subsidiary of KI NutriCare, Inc.
("KI NUTRICARE"), a New York corporation and wholly-owned subsidiary of
Kikkoman Corporation, a corporation organized under the laws of Japan
("KIKKOMAN"), to acquire all of the issued and outstanding shares of common
stock of Allergy Research Group, Inc. (the "COMPANY"), par value $0.001 per
share (the "SHARES") at a price of $1.33 per Share (the "OFFER PRICE") in cash
expired. 13,823,475 Shares were tendered and not withdrawn in the Offer (not
including Shares tendered by notice of guaranteed delivery), which represent
approximately 94.25% of the Company's outstanding Shares and the Purchaser
purchased all of the properly tendered Shares on September 10, 2008 at the Offer
Price. The Offer was made on the terms and subject to the conditions set forth
in the Agreement and Plan of Merger, dated as of August 8, 2008 (the "MERGER
AGREEMENT"), by and among Purchaser, KI NutriCare and the Company.
On September 12, 2008, the Purchaser filed articles of merger, which
merged Purchaser with and into the Company in a "short form" merger under
Section 607.1104 of the Florida Business Corporations Act (the "MERGER"), with
the Company surviving the Merger as a wholly owned subsidiary of KI NutriCare
(the "SURVIVING CORPORATION"). In connection with the Merger, at the effective
time of the Merger (the "EFFECTIVE TIME"), (a) each Share (other than Shares
held by the Company or in its treasury or by KI NutriCare, the Purchaser or any
other wholly owned subsidiary of KI NutriCare or by shareholders, if any, who
properly exercise their appraisal rights under the Florida Business Corporation
Act) was converted into the right to receive the same $1.33 in cash per Share as
was paid in the Offer, without interest. Immediately upon the Merger, the
Company became a direct wholly owned subsidiary of KI NutriCare.
Holders of Shares that did not tender their Shares in the Offer and
that comply with the applicable statutory procedures under Section 607.1323 of
the Florida Business Corporations Act (the "APPRAISAL PROVISIONS"), will have
certain rights to demand appraisal of their Shares. Shareholders will receive
from the Company additional information with respect to the Appraisal Provisions
and the procedures for exercising appraisal rights under the Appraisal
Provisions.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Pursuant to the Merger Agreement, at the Effective Time, the directors
of the Purchaser immediately prior to the Effective Time became the directors of
the Surviving Corporation and the officers of the Company immediately prior to
the Effective Time became the officers of the Surviving Corporation, in each
case until their respective successors are duly elected or appointed and
qualified in accordance with the Surviving Corporation's Articles of
Incorporation and Bylaws, or as otherwise provided by applicable law.
At the Effective Time, each of the Company's directors tendered their
resignation from the Company's Board of Directors, Dr. Stephen A. Levine, Ph.D
resigned as the Chief Executive Officer and Chief Financial Officer of the
Company, and Susan Levine resigned as the Vice-President and Secretary of the
Company. As previously disclosed on the Company's Form 8-K filed August 11,
2008, on August 8, 2008, the Company entered into employment separation and
general release agreements (the "Separation Agreements") and non-competition
agreements (the "Non-Competition Agreements") with Dr. Levine and Susan Levine
pursuant to which each agreed to resign such positions. The Separation
Agreements and Non-Competition Agreements became effective at the Effective
Time.
The foregoing summary of the Merger Agreement and the Separation
Agreements and Non-Competition Agreements does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of such documents,
which are attached to the Company's Form 8-K filed on August 11, 2008 as
Exhibits 2.1, 10.1 and 10.2 and incorporated herein by reference.
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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Pursuant to the Merger Agreement, at the Effective Time, the Company's
Articles of Incorporation, as in effect immediately prior to the Effective Time,
was amended and restated in its entirety, and such amended and restated
certificate of incorporation became the Articles of Incorporation of the
Surviving Corporation. A copy of the Restated Articles of Incorporation of the
Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.
In addition, pursuant to the Merger Agreement, at the Effective Time,
the Bylaws of the Company, as in effect immediately prior to the Effective Time,
were amended and restated in their entirety, and such amended and restated
Bylaws became the Bylaws of the Surviving Corporation. A copy of the amended and
restated Bylaws of the Company is filed as Exhibit 3.2 hereto and incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
EXHIBIT NO. DESCRIPTION
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3.1 Articles of Amendment to the Articles of Incorporation of Allergy
Research Group, Inc., dated September 12, 2008.
3.2 Amended and Restated Bylaws of Allergy Research Group, Inc., dated
September 12, 2008.
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 as of September 12, 2008.
ALLERGY RESEARCH GROUP, INC.
By: /s/ Stephen Levine
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Stephen Levine
Chief Executive Officer and
Chief Financial Officer
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