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) October 6, 2006
-------------------------------
ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 227-7168
-----------------------------
--------------------------------------------------------------------------------
(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.)
|_| 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 7.01 Regulation FD Disclosure
On October 6, 2006, the Board of Directors of Astralis, Ltd. (the "Registrant")
issued a press release announcing that it has determined that the Registrant is
unable to continue funding drug development activities and is considering
strategic alternatives including a sale of the assets of the Registrant. A copy
of the press release is furnished as Exhibit 99.1 to this report. On August 21,
2005, the Registrant announced that "As of the date of this press release, the
Registrant's liabilities exceed its cash. If the Registrant does not acquire
additional cash within days, it will be forced to cease operations." The
Registrant has been unable to identify sufficient funds to finance its
continuing operations.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1
attached hereto is furnished pursuant to the rules and regulations of the
Securities and Exchange Commission and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press release, dated October 6, 2006.
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.
ASTRALIS LTD.
Date: October 10, 2006 By: /s/ Jose O'Daly
----------------------------
Jose O'Daly
Chief Scientific Officer and
Chairman of the Board