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) August 31, 2005
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Ovation Products Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-51145 02-0510323
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(Commission File Number) (IRS Employer Identification No.)
395 East Dunstable Road
Nashua, New Hampshire 03062
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(Address of Principal Executive Offices) (Zip Code)
(603) 891-3224
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Election of Kevin Kreisler to the Board of Directors of Ovation Products
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Corporation
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Effective August 31, 2005, Ovation Product Corporation appointed Kevin
Kreisler to serve as a member of its Board of Directors.
Mr. Kreisler is the Chairman of the Board and Chief Executive Officer of
GreenShift Corporation (OTC Bulletin Board: "GSHF"). GreenShift Corporation and
Ovation entered into agreements, dated August 6, 2005, pursuant to which, among
other things, GreenShift Corporation will purchase 200,000 shares of our common
stock for an aggregate purchase price of $1 million. The agreements also
permitted GreenShift Corporation to designate a nominee for election to
Ovation's Board of Directors.
Ovation's Board of Directors appointed Mr. Kreisler to fill a vacancy in
the Board subject to, and effective as of the date of, the purchase of shares of
common stock of Ovation by GreenShift pursuant to the agreements described
above. Mr. Kreisler will serve until the next annual meeting of Ovation,
expected to be held in October 2005. The Board resolved to nominate Mr. Kreisler
for election to the Board at the next annual meeting of Ovation.
During August 2005, Ovation entered into two agreements with affiliates of
GreenShift Corporation. The first, dated August 8, 2005, is a letter of
agreement between Ovation and INSEQ Corporation, an affiliate corporation of
GreenShift Corporation. The second, dated August 9, 2005, is a license agreement
between Ovation and GreenShift Industrial Design Corporation ("GreenShift
Industrial"), a wholly-owned subsidiary of GreenShift Corporation. Mr. Kreisler
is the Chairman of the Board of INSEQ Corporation and the Chief Executive
Officer of GreenShift Industrial.
For a detailed description of these agreements, please see Ovation's Form
8-K filed with the Securities and Exchange Commission on August 8, 2005 and
incorporated herein by reference.
Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment of Bylaws
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Effective as of August 31, 2005, Ovation's Board of Directors resolved to
amend Article 3.1 of Ovation's Bylaws to provide that the number of directors
which shall constitute the whole board shall be nine. The previous Article
provided for a five members' board of directors. In addition, the amendment
corrected a typographical error in Article 3.1, by correcting the reference in
the Article to P. 3.4 instead of P. 3.5, such that the Article now provides that
the directors shall be elected at the annual meeting of the stockholders, except
as provided in P. 3.4 of the Article.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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Exhibit Number Description
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3.1 Amendment to Bylaws of Registrant
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: September 6, 2005 Ovation Products Corporation
By: /s/ Robert MacDonald
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Name: Robert MacDonald
Title: Chief Executive Officer
Exhibit Index
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Exhibit Number Description
3.1 Amendment to Bylaws of Registrant