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): AUGUST 26, 2004
CRDENTIA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-31152 76-0585701
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
14114 DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75254
(Address of Principal Executive Offices) (Zip Code)
(972) 850-0780
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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 26, 2004, we, Crdentia Corp., CRDE Corp., a wholly-owned
subsidiary of Crdentia Corp., AHHC Acquisition Corporation, a wholly-owned
subsidiary of CRDE Corp., Arizona Home Health Care/Private Duty, Inc. ("AHHC"),
and the shareholders of AHHC entered into an Agreement and Plan of
Reorganization. Upon the terms and subject to the conditions of the agreement,
AHHC Acquisition Corporation will be merged with and into AHHC, and AHHC will
survive the merger as a subsidiary of CRDE Corp. The transaction has been
approved by our board of directors and the board of directors and shareholders
of AHHC. The closing of the transaction is subject to customary closing
conditions.
Upon completion of the merger, all outstanding shares of capital stock
of AHHC will be exchanged for aggregate merger consideration consisting of (i)
$3,900,000 in cash, which amount will be paid equally between the shareholders
of AHHC at closing, and (ii) the gross amount of the accounts receivable of AHHC
outstanding as of the closing, and any cash collections realized by us with
respect to such accounts receivable will be paid to the shareholders of AHHC
following the closing. In addition to the merger consideration, as described in
further detail below under ITEM 3.02, UNREGISTERED SALES OF EQUITY SECURITIES,
we agreed to issue an additional number of shares of our common stock to one of
the shareholders of AHHC, William C. Crocker, as an earnout payment.
The description of the transaction set forth above and elsewhere in
this report is qualified in its entirety by reference to the merger agreement
filed with this current report as Exhibit 2.1.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Pursuant to the merger agreement referenced above in ITEM 1.01, ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT, we agreed to issue a number of shares of
Crdentia common stock to one of the shareholders of AHHC, William C. Crocker, as
an earnout payment. The aggregate number of shares to be issued to Mr. Crocker
pursuant to such earnout will be calculated by dividing (i) the product of 0.65
multiplied by the gross revenues of AHHC for the two year fiscal period ending
following the closing and (ii) the average of the closing prices of our common
stock for the 15 day trading period ending two days prior to the delivery of
such stock payment. Any such earnout will be payable solely in shares of
Crdentia common stock in up to two installments, calculated on the first and
second anniversary of the closing of the merger. Subject to the terms and
conditions of the merger agreement, at the closing of the merger, we will issue
to William C. Crocker 200,000 shares of Crdentia common stock as an advance
payment of the earnout and any future earnout will be reduced by such advance
payment.
The issuance of the advance payment shares to Mr. Crocker, as well as
any shares issued pursuant to the earnout, will be made pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended and/or Regulation D promulgated under the Securities Act of 1933. The
issuances will be made without general solicitation or advertising. Mr. Crocker
represented to us that he is an "accredited investor" as defined in Rule 501(a)
of the Securities Act of 1933, that the shares of common stock are being
acquired for investment and that he has had access to all relevant information
necessary to evaluate the investment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------
2.1 Agreement and Plan of Reorganization, dated as of
August 26, 2004, by and among Crdentia Corp., CRDE
Corp., AHHC Acquisition Corporation, Arizona Home
Health Care/Private Duty, Inc. and the shareholders
of AHHC (the "Merger Agreement"). Certain schedules
and exhibits referenced in the Merger Agreement have
been omitted in accordance with Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
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.
CRDENTIA CORP.
September 1, 2004 By: /s/ James D. Durham
------------------------------
James D. Durham
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------
2.1 Agreement and Plan of Reorganization, dated as of August 26,
2004, by and among Crdentia Corp., CRDE Corp., AHHC
Acquisition Corporation, Arizona Home Health Care/Private
Duty, Inc. and the shareholders of AHHC (the "Merger
Agreement"). Certain schedules and exhibits referenced in the
Merger Agreement have been omitted in accordance with Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.