UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 18, 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 COMPLETION OF ACQUISITION OF ASSETS
On April 18, 2006, Manaris Corp. ("Manaris") and its wholly-owned subsidiary,
Avensys Inc. ("Avensys"), consummated an Asset Purchase Agreement (the "ITF
Agreement") to acquire the manufacturing assets of ITF Optical Technologies,
Inc. ("ITF"). The purchase price to be paid for the manufacturing assets
pursuant to the ITF Agreement is USD $1,493,748 (CAD $1,750,000), comprised of
USD $640,178 (CAD $750,000) in cash and approximately 2,550,000 shares of
Manaris common stock.
In addition, pursuant to the ITF 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.
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
(the "Avensys Laboratories Shares"), which are to be issued to the preferred
shareholders of ITF (the "ITF Preferred Shareholders"). In the aggregate, the
Avensys Laboratories Shares to be issued pursuant to the ITF Agreement represent
58% of the voting stock of Avensys Laboratories. As a result of the ITF
Agreement, Avensys' ownership of the voting stock of Avensys Laboratories will
decrease from 49% to 42%.
In connection with the ITF Agreement, the following agreements were effectuated:
o A License Agreement was entered into between Avensys and
Avensys Laboratories, pursuant which Avensys was granted an
exclusive license to use Avensys Laboratories' intellectual
property and patent improvements, as defined in the License
Agreement, in order to develop and sell products incorporating
Avensys Laboratories' intellectual property. As consideration
for the license, Avensys will be making royalty payments.
Pursuant to the License Agreement, Avensys Laboratories will
continue to conduct research and development for the mutual
benefit of both parties.
o A Shareholder Agreement was entered into between Avensys and
the ITF Preferred Shareholders. Pursuant to the Shareholder
Agreement, the ITF Preferred Shareholders shall not transfer
any Avensys Laboratories Shares for a period of three years,
subject to certain exceptions. Thereafter, between April 1,
2009 and October 1, 2009, each ITF Preferred Shareholder shall
have the option to either (i) sell the Avensys Laboratories
Shares to Avensys for its proportionate share of approximately
USD $1,750,000 (CAD $2,000,000), or (ii) exchange the Avensys
Laboratories Shares for freely tradable shares of Manaris
common stock equal to its proportionate share of approximately
USD $1,300,000 (CAD $1,500,000) divided by US $0.3420 (CAD
$0.3920) per share.
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 and (b) Pro Forma Financial Information
Any financial statements or pro forma financial information required by this
item will be filed no later than 71 calendar days after April 4, 2006, which is
the date the initial report on Form 8-K was filed.
(c) Exhibits
Exhibit Description
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10.1 Asset Purchase Agreement dated April 4, 2006. (as
incorporated by reference to the registrant's Current
Report on Form 8-K filed on April 10, 2006).
10.2 Shareholder Agreement
10.3 License Agreement
99.1 Press Release dated April 19, 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 24, 2006 By: /s/ John G. Fraser
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John G. Fraser
President and Chief
Executive Officer