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): November 21, 2005
(November 16, 2005)
Bio-Bridge Science, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-51497 20-1802936
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1211 West 22nd Street, Suite 615, Oak Brook, IL 60523
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 928-0869
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 (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))
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Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2005, Bio-Bridge Science, Inc. ("Bio-Bridge Science") entered
into the Exclusive Agency Agreement (the "Agreement") with Xinhua Surgical
Instruments Co., Ltd., located in Shandong, China. Under the Agreement,
Bio-Bridge Science has been granted exclusive distribution rights for all Xinhua
surgical instruments in the United States, which are subject to FDA approval.
Bio-Bridge Science's minimum turnover requirement begins in the second year in
the amount of $50,000 and increases to $60,000 during the third year and
increases 10% annually thereafter. Bio-Bridge Science is responsible for
advertising and marketing expenses in connection with distribution of Xinhua
surgical instruments in the United States. Subject to minimum turnover
requirements, Bio-Bridge Science's exclusivity rights in the United States will
be extended unless Bio-Bridge Science fails to fulfill the minimum turnover
requirements. A copy of the Agreement is included as Exhibit 10.1 to this report
and incorporated in its entirety herein by reference.
A copy of the press release issued by Bio-Bridge Science on November 21, 2005 is
included as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report on Form 8-K:
10.1 Exclusive Agency Agreement between Registrant and Xinhua Surgical
Instruments Co., Ltd. dated November 16, 2005.
99.1 Press Release dated November 21, 2005.
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SIGNATURES
Pursuant to the requirement 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.
BIO-BRIDGE SCIENCE, INC.
Date: November 21, 2005 By: /s/ Liang Qiao
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Liang Qiao
Chief Executive Officer
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Exhibit Index
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No. Document
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10.1 Exclusive Agency Agreement between Registrant and Xinhua
Surgical Instruments Co., Ltd. dated November 16, 2005.
99.1 Press Release dated November 21, 2005.