0001144204-11-039633.txt : 20110707 0001144204-11-039633.hdr.sgml : 20110707 20110707172029 ACCESSION NUMBER: 0001144204-11-039633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110630 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vystar Corp CENTRAL INDEX KEY: 0001308027 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 202027731 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53754 FILM NUMBER: 11957032 BUSINESS ADDRESS: STREET 1: 3235 SATELLITE BOULEVARD STREET 2: BUILDING 400, SUITE 290 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 770-965-0383 MAIL ADDRESS: STREET 1: 3235 SATELLITE BOULEVARD STREET 2: BUILDING 400, SUITE 290 CITY: DULUTH STATE: GA ZIP: 30096 8-K 1 v228020_8k.htm Unassociated Document

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)                       June 30, 2011                                                     

  
VYSTAR CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
000-53754
20-2027731
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

3235 Satellite Blvd., Building 400, Suite 290, Duluth GA
30096
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code  (770) 965-0383                                                                      
  
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
 Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
Item 1.02
Termination of a Material Definitive Agreement.
  
 
On June 30, 2011, the Company terminated its $3,000,000 Loan and Security Agreement between Topping Lift Capital LLC (“Topping Lift”) and the Company dated March 11, 2011, as amended.   In connection with the termination, the Company satisfied all of its obligations including paying Topping Lift the remaining portion of its facility fee.  As a result of the termination, there is no continuing relationship of any kind between Topping Lift and the Company.
 
Item 8.01                      Other Events.
 
On July 7, 2011, the Company issued the press release attached hereto as Exhibit 99.1.   This press release announced the signing of a nonbinding letter of intent for the Company to merge with EcoGlove Asia Pacific Sdn Bhd.
 
Item 9.01
Financial Statements and Exhibits.
   
 
(d)       Exhibits
   
 
Exhibit No.
Description
     
 
99.1
Press Release dated July 7, 2011

 
SIGNATURE
 
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.
 

 
 
VYSTAR CORPORATION
   
   
   
July 7, 2011
By:      /s/ Jack W. Callicutt
 
Jack W. Callicutt
 
Chief Financial Officer

 
 EX-99.1 2 v228020_ex99-1.htm Unassociated Document
Vystar® Corporation Signs Letter of Intent to Merge with EcoGlove™ Asia Pacific Sdn Bhd

Merger Subject to Completion of Due Diligence and Negotiation

ATLANTA, July 07, 2011 -- Vystar® Corporation (OTC Bulletin Board:VYST.OB), the creator of Vytex® Natural Rubber Latex (NRL), a patented, all-natural raw material that significantly reduces antigenic proteins found in natural rubber latex, has signed a Letter of Intent (LOI) to merge with EcoGlove Asia Pacific Sdn Bhd, an innovator in sustainable, reusable exam gloves.  The proposal is nonbinding and subject to the satisfactory completion of due diligence by both Vystar and EcoGlove, which is currently underway.  Terms of the merger have not been finalized; however, both parties are working toward completion by September 30, 2011.    

EcoGlove, headquartered in Sabah, Malaysia, is a specialty glove company engaged in bridging the gap between safety, quality, cost and environmental sustainability. The company manufactures reusable medical “Tr@ce” gloves and provides innovative reprocessing technology to their clients that enables Tr@ce gloves to be used multiple times, surpassing safety compliance requirements.  The first-ever Glove-Unique Reprocessing Unit, called “GURU,” provides automated cleaning, decontamination, testing and re-packaging of Tr@ce gloves.  The GURU reconditions the used Tr@ce gloves to be as new, tests for pinholes, visual and all other defects and automatically packs them by size. Tr@ce gloves are named for the tracing encoda software platform that is encrypted in each glove to manage every aspect of usage.  Each glove has an individual serial number that is constantly connected through the Internet to “EcoData” servers that monitor and control the quality of the reprocessed Tr@ce gloves on a real-time basis.  Once the Tr@ce gloves have reached their usage cycle, they are shredded and shipped to outside manufacturing plants and used for products such as shoe soles, etc. EcoGlove is a current customer of Vystar and features gloves made with Vytex NRL in its product offerings.

Bill Doyle, Vystar Chairman and Chief Executive Officer, commented: “EcoGlove is aligned with our philosophy of providing quality, cost-efficient, and environmentally sustainable solutions for our clients. We have had the opportunity to work closely with EcoGlove as a Vytex NRL customer, and we value their business model.  We feel that the synergies between EcoGlove’s reuse and reprocessing model, our Vytex NRL distribution and technical channels, and the combined management team have the potential to create exponential value.  While we feel strongly about the synergies, we are currently completing the required due diligence process and certain negotiations.  We will continue to update our shareholders as we move through the process.”    
 
 
 
 

 
EcoGlove Chairman and Chief Executive Officer Datuk Nyip Shen Tham commented:  “We have developed relationships with Vystar and Bill Doyle over the past few years and have a strong affinity for their capabilities and core values.  We feel Vytex NRL is a superior product that will add considerable leverage to our business model.  As we move forward with rolling out the GURU and Tr@ce reprocessing model around the world, we are hopeful that we have Vystar on board as a merged company and will update our clients and stakeholders as we move through the due diligence process.”  


About Vystar Corporation

Based in Duluth, GA, Vystar ® Corporation (OTC Bulletin Board:VYST.OB.ob - News) is the exclusive creator of Vytex Natural Rubber Latex (Vytex NRL), a multi-patented, all-natural, raw material that contains significantly reduced levels of antigenic proteins found in natural rubber latex and can be used in over 40,000 products. Vytex NRL is a 100% renewable resource, environmentally safe, "green" and fully biodegradable. Vystar is working with manufacturers across a broad range of consumer and medical products to bring Vytex NRL to market in adhesives, balloons, surgical and exam gloves, other medical devices and natural rubber latex foam mattresses, pillows and sponges.  For more information, visit www.vytex.com.

Forward-looking Statements: Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances.  Actual results may differ materially from those included in these statements due to a variety of factors. Furthermore, the proposed merger discussed herein may not be completed. More information about these factors is contained in Vystar's filings with the Securities and Exchange Commission.
 
 
 
 

 
Contact:
The Investor Relations Group
11 Stone St. 3rd Floor
New York, NY
212-825-3210

IR: Adam Holdsworth
PR: Laura Colontrelle/Janet Vasquez

Vystar Corporation
Jack Callicutt, Chief Financial Officer
770-965-0383 x23