Attached files
| file | filename |
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| EX-99.1 - REMEDENT, INC. | v179097_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): March
29, 2010
REMEDENT,
INC.
(Exact
name of Registrant as Specified in its Charter)
|
Nevada
(State
or Other Jurisdiction of
Incorporation)
|
001-15975
(Commission
File Number)
|
86-0837251
(IRS
Employer
Identification
No.)
|
|
Xavier de Cocklaan 42, 9831, Deurle,
Belgium
(Address
of Principal Executive Offices)
|
N/A
(Zip
Code)
|
011-329-321-7080
(Registrant's
telephone number, including area code)
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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 March 29, 2010, a certain Amendment
No. 1 to First Fit Crown Distribution and License Agreement (“First
Fit Amendment”) between Remedent, Inc., a Nevada corporation (“Remedent, Inc.”
or the “Registrant”), and its wholly-owned subsidiary, Remedent N.V., a
corporation formed under the laws of Belgium (“Remedent N.V.”) (Remedent, Inc.
and Remedent NV collectively referred to herein as the “Company”), and Den-Mat
Holdings, LLC, a Delaware limited liability company (“Den-Mat”), pursuant to
which the Company agreed to sell to Den-Mat all of the intellectual property or
used by Company related to the First Fit product (“First Fit IP”) became
effectuated upon Company’s receipt of Den-Mat’s countersignatures to the First
Fit Amendment. The First Fit Amendment amends the First Fit-Crown
Distribution and License Agreement dated June 3, 2009 between the
Company and Den-Mat, pursuant to which Den-Mat was granted certain license and
distribution rights relating to the First Fit IP and First Fit
products.
The total purchase price for the First
Fit IP consists of installment payments and royalty
payments. The cash component of the purchase price of the
First Fit IP is $2,850,000 to be paid in the form of cash in the following
installments: (a) $50,000.00 upon delivery by Remedent to Den-Mat of a working
prototype of the First Fit crown, (b) $525,000.00 on or before March 15, 2010
(c) $700,000.00 on June 30, 2010, and (d) $500,000 on December 31, 2010, June
30, 2011 and December 31, 2011. In connection with the execution of the First
Fit Agreement, Den-Mat also agreed to make an advance cash payment of $75,000 to
the Company towards the purchase price. In addition to the cash
component, Den-Mat agreed to pay Remedent a capital payment equal to a certain
percent of Den-Mat’s net revenues generated by the sale of the First Fit
products.
Concurrently with the execution of the
First Fit Amendment, the Company and Den-Mat entered into Amendment No. 2 to the
Amended and Restated Distribution, License and Manufacturing Agreement
(“Glamsmile Amendment”) with Den-Mat pursuant to which certain provisions of a
certain Amended and Restated Distribution, License and Manufacturing Agreement
previously entered into by the Company and Den-Mat on June 3, 2009 and
subsequently amended on August 11, 2009, were amended. The Glamsmile
Amendment became effective concurrently with the effectiveness of the First Fit
Amendment. Among other things, the Glamsmile Amendment (1) permits
the Company to purchase its requirements for GlamSmile Products from another
party, other than Den-Mat, provided Company pays De-Mat a royalty
payment on net revenues received by Company per unit/tooth, (2) decreases the
percentage of securities to be covered in a warrant to purchase securities of
B2C Market Subsidiary and the exercise price of such warrant to be issued to
Den-Mat in the event a B2C Market Subsidiary is formed under the
terms set forth in such agreement, (3) expands the definition of “Excluded
Market” to include Australia, Belgium, France and United Arab Emirates, and (4)
provides a consulting fee, equal to a percentage of net revenues received by
Den-Mat from the Sale of Unit/Teeth and trays, to the Company for its services,
support and certain additional consideration, (5) terminates certain
provisions relating to minimum requirement obligations and rights, and (6)
amends the formula for calculation a certain exit fee in the event of a change
of control.
The foregoing description of First Fit
Amendment and the Glamsmile Amendment are not complete and is qualified in its
entirety by reference to such agreements, a copy of each which will be filed by
the Company as exhibits to its upcoming Form 10-K for the year ending March 31,
2010.
Item
2.01. Completion of
Acquisition or Disposition of Assets.
In connection with the First Fit
Amendment, the Company completed the sale of the First Fit IP to Den-Mat when
the final deliverables were delivered by both parties on March 29,
2010. The material terms and conditions of the
acquisitions are set forth in the First Fit Amendment described under Item
1.01. Accordingly, the information relating to the sale of the First
Fit IP to Den-Mat under Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.01.
Item
7.01. Regulation FD
Disclosure.
On March 29, 2010, the Company issued a
press release announcing the sale of the First Fit IP. A copy of the press
release is furnished hereto as Exhibit 99.1 and incorporated herein by
reference.
The information, including Exhibit 99.1
furnished in this report is not deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Registration statements or other
documents filed with the SEC shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
|
|
99.1
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Press
Release dated March 29, 2010 announcing sale of its First Fit Intellectual
Property
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SIGNATURE
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.
| REMEDENT, INC., | |||
| a Nevada corporation | |||
|
Dated: March
29, 2010
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By:
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/s/ Stephen Ross | |
|
Stephen
Ross
Chief
Financial Officer
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