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): July 22, 2005
ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-17629 22-1896032
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
224-S Pegasus Avenue, Northvale, New Jersey 07647
(Address of principal executive offices) (Zip Code)
(201) 767-6040
Registrant's Telephone Number
Check the appropriate box below if the Form 8-K 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 1.02. Termination of a Material Definitive Agreement.
On April 1, 2005, Ivivi Technologies, Inc. ("Ivivi"), a majority-owned
subsidiary of ADM Tronics Unlimited, Inc. (the "Company"), entered into an
agreement (the "Agreement") with Global Medical, L.L.C. ("Global") pursuant to
which Global was to provide Ivivi with certain managerial services (the
"Services") with respect to the medical devices and products manufactured,
distributed, sold or rented by Ivivi (the "Ivivi Products"). The term of the
Agreement was two years commencing on April 1, 2005 and was renewable for
successive one-year terms if mutually agreed in writing by the parties.
After evaluation of the Agreement, Ivivi elected to terminate the
Agreement. Accordingly, on July 22, 2005, Ivivi and Global entered into an
agreement (the "Termination Agreement") pursuant to which the Agreement was
terminated (the "Termination"). Pursuant to the terms of the Termination
Agreement, from July 15, 2005 through September 16, 2005 (the "Transition
Period"), Global shall continue to provide certain of the Services to Ivivi as
set forth in the Termination Agreement. As compensation for such Services,
Ivivi shall pay Global: (i) $20,000 each month during the Transition Period;
and (ii) an amount equal to 13% of the aggregate amount invoiced by Global
(net of taxes, returns and adjustments) on behalf of and in the name of Ivivi,
for the sale or rental of Ivivi Products during the Transition Period.
Pursuant to the terms of the Termination Agreement, from the date of the
Termination Agreement until September 30, 2005, or such later date as mutually
agreed to by the parties (the "Managed Care Commission Period"), Global shall
have the right to enter into agreements with managed care companies pursuant to
which Global shall service the managed care companies and their respective
patients/members, utilizing Ivivi Products on a local/regional basis. Pursuant
to the Termination Agreement, for a period of three years following the date of
the Termination, Global shall be entitled to receive commissions equal to 45%
of revenues generated from such agreements entered into during the Managed Care
Commission Period; provided, that Global continues to service the managed care
companies and their respective patients/members under such agreements during
such three-year period.
Notwithstanding the Termination, Ivivi and Global agreed that Global may
continue to act as a distributor of Ivivi Products under the existing
distributor agreement between Ivivi and Global, as such agreement may otherwise
be amended by such parties from time to time.
The description of the Termination Agreement set forth herein does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, a copy of which will be filed as an
exhibit to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2005.
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.
ADM Tronics Unlimited, Inc.
By: /s/ Andre' DiMino
Name: Andre' DiMino
Title: President
Dated: July 28, 2005