UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): March 7, 2006
ADDISON-DAVIS DIAGNOSTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-25022 800103134
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
143 Triunfo Canyon Road Westlake Village, CA 91361
Registrant's telephone number, including area code: (805) 494-7838
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Section 1 - Registrant's Business and Operations.
Item 1.01 - Entry into a Material Definitive Agreement.
On March 7, 2006, we entered into a Distribution Agreement with K&E Logistics &
Services and Renco Corp. (the "Distributors") pursuant to which the Distributors
agreed to make our DrugStop drug-test product available to the United States
Federal Government via the General Service Administration (GSA) Federal Supply
Schedule Programs. A copy of the Distribution Agreement has been filed with this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
On March 24, 2006, we issued a press release announcing the entry into the
aforementioned material definitive agreement. A copy of this press release has
been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Distribution Agreement by and between Addison-Davis
Diagnostics, Inc., K&E Logistics & Services and
Renco Corp.
99.1 Press Release of Addison-Davis Diagnostics, Inc. dated
as of March 24, 2006.
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.
ADDISON-DAVIS DIAGNOSTICS, INC.
Date: March 24, 2006 /s/ Fred De Luca
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Fred De Luca
Secretary and
Chairman