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): April 1, 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 1.01. Entry into 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 shall provide to Ivivi certain
managerial services (the "Services") with respect to the medical
devices and products manufactured, distributed, sold or rented by
Ivivi (the "Ivivi Products"). The Services include, among others,
marketing and promotion of the Ivivi Products; management and support
of Ivivi's outside sales force; customer service and support;
warehousing, packaging, shipment, delivery, distribution and tracking
of the Ivivi Products; biomedical service, preventative maintenance
and other repair/refurbishment of the Ivivi Products; invoicing and
collections; training of customers, caregivers and distributors and
other outside sales personnel; tracking of trial evaluations and
demonstrations of the Ivivi Products; and data-gathering and reporting
for regulatory compliance purposes.
Under the terms of the Agreement, as compensation for the Services,
Ivivi shall pay Global: (i) $45,000 each month during the term of the
Agreement (prorated for each partial calendar month during the term of
the Agreement); and (ii) an amount equal to 18% 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 preceding month ("Percentage Payments"); provided,
however, that if any additional personnel (beyond the amount
designated in the Agreement) hired to perform the Services becomes an
employee of Ivivi, the amount of the Percentage Payments with respect
to invoices from accounts within territories covered by such
additional personnel shall be reduced to 5%.
Subject to the terms and conditions of the Agreement, during the two-
year period commencing on October 1, 2005 and ending on October 1,
2007, Ivivi shall have the right (but not the obligation) to purchase
some or all of the assets of Global that are utilized in the
performance of the Services (the "Acquisition") in exchange for: (i)
Ivivi's assumption of the on-going salary obligations (exclusive of
previously granted but not yet paid bonuses or other incentive
compensation) of the Global personnel performing the Services who will
thereafter become employees of Ivivi; and (ii) Ivivi's grant to Global
of equity securities of Ivivi. Under the terms of the Agreement, if
Ivivi exercises its right with respect to the Acquisition pursuant to
the terms and conditions thereof, Ivivi and Global shall use their
good faith best efforts to consummate the Acquisition in a timely
fashion.
Simultaneously with the execution of the Agreement, the parties
entered into a shared revenue agreement, pursuant to which Ivivi
granted Global certain rights to rent or sell the Ivivi Products in
the State of Maryland, portions of Northern Virginia and the District
of Columbia.
The term of the Agreement is two years commencing on April 1, 2005,
which term shall renew for successive one-year terms if mutually
agreed in writing by the parties. The Agreement contains additional
provisions including, but not limited to, provisions relating to
indemnification, insurance, confidentiality, restrictive covenants and
non-disparagement.
The description of the Agreement set forth herein does not purport to
be complete and is qualified in its entirety by reference to the full
text of the Agreement, a copy of which will be filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended March 31,
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: April 6, 2005