8-K 1 form8k.txt UNITED STATES 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) MARCH 30, 2006 ---------------------------- MULTI-LINK TELECOMMUNICATIONS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) COLORADO -------------------------------------------------------------------------------- (State or other Jurisdiction of Incorporation or Organization) 0-26013 84-1334687 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 936A BEACHLAND BOULEVARD, SUITE 13 VERO BEACH, FL 32963 -------------------------------------------------------------------------------- (Address of Principal Executive Offices and zip code) (772) 231-7544 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. The Company's actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. ITEM 8.01 OTHER EVENTS On March 30, 2006, Multi-Link Telecommunications, Inc. (the "Company"), a Colorado corporation, entered into a Letter of Intent to acquire Auriga Laboratories, Inc. a Delaware corporation ("Auriga"). Auriga is a specialty pharmaceutical company with stand-alone sales, marketing and development capabilities. Auriga currently markets, through its 40-person sales force, the Extendryl(R) family of prescription products for the treatment and relief of cough, cold and allergy symptoms. Under the transactions contemplated under the Letter of Intent, the Company would issue restricted shares of its convertible preferred stock, the designations, rights and preferences of which will be established by the Company's board of directors prior to closing ("Series A Preferred Shares"), to the holders of Auriga's outstanding equity securities including investors in Auriga's pending capital raise ("Auriga Stockholders"). The closing of the proposed acquisition would be subject to Auriga's completion of a private placement of its equity securities to certain investors of not less than $750,000 ("Offering"). The Series A Preferred Shares that would be issued to the Auriga Stockholders together with any options, warrants and other convertible securities of Auriga assumed by the Company in connection with the acquisition of Auriga would, in the aggregate, represent 95% of the issued and outstanding shares of common stock of the Company on a fully diluted and as-converted basis following the acquisition of Auriga. In exchange for the Series A Preferred Shares that would be issued to the Auriga Stockholders, such Auriga Stockholders would transfer to the Company or a newly-formed wholly-owned subsidiary of the Company 100% of the outstanding capital stock of Auriga. As a result, Auriga would become a wholly-owned subsidiary of the Company following the acquisition. At the close of the acquisition, it is contemplated that a new board of directors would be designated by Auriga. The current stockholders of the Company are expected to own approximately 5% of the issued and outstanding common stock of the Company after completion of the acquisition of Auriga and the Offering, calculated on a fully diluted and as-converted basis. The completion of the acquisition would also subject to certain conditions to closing, including but not limited to, the negotiation and execution of a definitive acquisition agreement, the delivery of audited financial statements of Auriga prepared in accordance with generally accepted accounting principles in the United States of America, the approval by the Company's board and Auriga's board and stockholders. The acquisition agreement would also provide that the Company take the following corporate actions ("Actions") promptly following the closing of the acquisition: (a) change the Company's name to a name selected by Auriga; and (b) an increase to the Company's authorized number of shares of common stock and a reverse stock split of the Company's common stock, on such terms as mutually agreed to by the parties, to permit the Company to issue the additional shares of its common stock to be issued upon the conversion of the Series A Preferred Shares and to allow the Company to have additional shares of authorized and unissued common stock for other corporate purposes. The Series A Preferred Shares will automatically convert without further action of the holder thereof into shares of the Company's common stock upon stockholder approval of the Actions and compliance with the waiting periods under applicable securities laws. Subject to the satisfaction of the above conditions and other customary conditions, the acquisition is presently expected to close by May 15, 2006. However, there can be no assurances that the acquisition or the Offering will be completed. The Company is currently a public "shell" company with nominal assets whose sole business has been to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business with the intent of continuing the acquired company's business as a publicly held entity. 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. MULTI-LINK TELECOMMUNICATIONS, INC. (REGISTRANT) Date: March 30, 2006 By: /s/ Kevin R. Keating ----------------------------------------- Kevin R. Keating, President and Secretary