BioLife - 8K



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): November 14, 2007


____________________________________


 

BIOLIFE SOLUTIONS, INC.

 

 

(Exact Name of Registrant as Specified in Charter)

 



Delaware

 

0-18710

 

94-3076866

(State or Other Jurisdiction of Incorporation)

 

(Commission File No.)

 

(IRS Employer    Identification No.)



 

3303 Monte Ville Parkway, Suite 310

Buthell, WA 98021

 

 

 (Address of principal executive offices, including zip code)

 



 

(425) 402-1400

 

 

(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):


£

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 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On August 7, 2007, the Board of Directors of the Company agreed to outsource to Rod de Greef, a director of the Company, the task of overseeing the Company’s financing activities, internal accounting functions and SEC reporting, and assisting in the search for, and reviewing, strategic alternatives, on a part-time basis (up to 80 hours per month on an as needed basis), effective as of July 1, 2007 (since he was effectively serving the Company in such capacity since such date), on terms to be agreed upon by Mike Rice, the President of the Company, and Mr. de Greef, and approved by the Board.  Subsequent to August 7, 2007, Mr. Rice and Mr. de Greef agreed to the following terms: (1) a fee of $10,000 per month, (2) reimbursement of business expenses, (3) 90 day advance notice of termination by the Company, and (4) the payment of one (1) year’s fees ($120,000) if terminated in connection with a Change of Control transaction.  As used herein the term Change of Control means  (A) there shall be consummated (1) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company’s Common Stock immediately prior to the merger have the same proportionate ownership of at least 50% of common stock of the surviving corporation immediately after the merger, or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (B) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or (C) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the Company’s outstanding Common Stock.  On November 14, 2007, the arrangement was approved by the Board of Directors of the Company.










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.



 

 

BIOLIFE SOLUTIONS, INC.

 

 

 

 

 

Date:  November 16, 2007

/s/ Mike Rice

 

 

 

Mike Rice

 

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)