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): April 4, 2006
MANARIS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 000-33199 88-0467848
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(State or other jurisdiction (Commission File No.) (IRS Employer ID)
of incorporation)
1155 Rene-Levesque Blvd. West
Suite 2720
Montreal, Quebec
Canada H3B 2K8
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(Address of principal executive offices and Zip Code)
(514) 337-2447
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(Registrant's telephone number, including area code)
WITH COPIES TO:
DARRIN OCASIO ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF AMERICAS
NEW YORK, NEW YORK 10018
Tel:(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))
ITEM 2.01 ACQUISITION OF ASSETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On April 4, 2006, Manaris Corp. ("Manaris") and its wholly-owned subsidiary,
Avensys Inc. ("Avensys"), entered into an Asset Purchase Agreement (the
"Agreement") to acquire the manufacturing assets of ITF Optical Technologies,
Inc. ("ITF"). The purchase price to be paid for the manufacturing assets is US
$1,493,748 (CAD $1,750,000), comprised of US $640,178 (CAD $750,000) in cash and
approximately 2,550,000 shares of Manaris common stock. The Agreement is subject
to approval from ITF's shareholders.
In addition, pursuant to the Agreement, ITF's research and development assets
and intellectual property rights (the "R&D assets") will be purchased by and
combined with Avensys Laboratories, Inc., Avensys' research and development
partner. Avensys currently owns 49% of the voting stock of Avensys Laboratories
Inc. The purchase price to be paid for the R&D assets is 580,000 shares of
common stock and 2,000,000 shares of Class E preferred stock of Avensys
Laboratories Inc. In the aggregate, the shares of Avensys Laboratories Inc.
common and preferred stock to be issued pursuant to the Agreement represent 58%
of the voting stock of Avensys Laboratories Inc. As a result of the Agreement,
Avensys' ownership of the voting stock of Avensys Laboratories Inc. will
decrease from 49% to 42%.
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
(c) Exhibits
Exhibit Description
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10.1 Asset Purchase Agreement dated April 4, 2006.
99.1 Press Release dated April 5, 2006
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.
MANARIS CORPORATION
Dated: April 10, 2006 By: /s/ John G. Fraser
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John G. Fraser
President and Chief
Executive Officer