-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Obl9/W0zJrIikddygMVKfvQAlCkR0wcKNF0dcbKVgaCIWo0K0ZQyU0VhBMb5jBuP dSWCO8isHQbXNWy3n6cgQQ== 0001116502-05-000265.txt : 20050215 0001116502-05-000265.hdr.sgml : 20050215 20050214174504 ACCESSION NUMBER: 0001116502-05-000265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERTRON CORP CENTRAL INDEX KEY: 0000019002 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 952461404 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09081 FILM NUMBER: 05613216 BUSINESS ADDRESS: STREET 1: 1545 SAWTELLE BLVD STREET 2: SUITE 12 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109140300 MAIL ADDRESS: STREET 1: 1545 SAWTELLE BLVD STREET 2: SUITE 12 CITY: LOS ANGELES STATE: CA ZIP: 90025 8-K 1 cybrdi8k.txt CURRENT REPORT - -------------------------------------------------------------------------------- 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): February 10, 2005 CERTRON CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Former Name of Registrant) California - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-9081 95-2461404 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 401 Rosemont Avenue Frederick, MD 21701 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (301) 644-3901 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 1545 Sawtelle Blvd. Suite 12 Los Angeles, California 90025 - -------------------------------------------------------------------------------- (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)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS Item 1.01. Entry into a Material Definitive Agreement. Item 5.02. Departure of Directors or Principal Executive Officers; Election of Directors; Appointment of Principal Officers Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in fiscal year Item 7.01 Regulation FD Disclosure Item 8.01 Other Events. Item 9.01. Financial Statements and Exhibits. SIGNATURES Exhibit 2.01 Exhibit 2.02 Exhibit 99.1 - -------------------------------------------------------------------------------- ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 10, 2005, (the "Closing Date") Registrant closed on an Agreement and Plan of Merger (the "Agreement") among Registrant, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Registrant ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation, relating to the acquisition by Registrant of all of the issued and outstanding capital stock of Cybrdi, Inc. in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Registrant. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi, Inc., with Cybrdi, Inc. being the surviving corporation, (b) the common stock of Cybrdi has been cancelled and converted into the right to receive shares of the common stock of Registrant at an exchange ratio of 1.566641609. This will result in the issuance of up to 47,328,263 shares of the Registrant's common stock , and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi resulting in Cybrdi becoming a wholly-owned subsidiary of Registrant. The foregoing is a summary of the terms of the Agreement, which summary is qualified in its entirety by the terms of the Agreement which was filed as Exhibit 10.1 pursuant to the Company's Form 8-k filed with the Securities and Exchange Commission on November 17, 2004 and incorporated herein by reference. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL EXECUTIVE OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS In connection with the Closing of the Agreement with Cybrdi, Yanbiao Bai was appointed to the Company's Board of Directors and nominated its Chief Executive Officer. Concurrently therewith, the then officers existing officers and directors of Certron; Marshall Kass, Michael Kass, Susan Kass and Ivalee Francia each tendered their resignations as officers and/or directors. ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On February 2, 2005 Registrant filed amended articles of incorporation with the California Secretary of State increasing the number of authorized common shares from 10 million to 150 million no par value common shares. The increase in the number of authorized shares was required to complete the Agreement with Cybrdi. ITEM 7.01 REGULATION FD DISCLOSURE On February 14, 2005 the Registrant issued a press release relating to the Closing of the Agreement and Plan of Merger between Certron Corporation, Certron 1 Acquisition Corporation and Cybrdi, Inc. and the filing of Articles of Merger with the Secretary of State of Maryland. A copy of the press release is being furnished by being attached hereto as Exhibit 99.1. The foregoing statements are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors which could cause actual results to differ include the failure to consummate the merger transaction The information in this item 7.01 of this Current Report (a) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and (b) shall not be incorporated by reference into any registration statement or other document filed with the Commission. ITEM 8.01 OTHER EVENTS See Disclosure under Item 7.01 regarding Registrant's press release. A press release with respect to the execution of the Agreement. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. No financial statements are filed herewith. The Company will file all required financial statements by amendment hereto not later than 60 days after the date that this Current Report on Form 8-K must be filed. (b) Pro forma financial information. No pro forma financial statements are filed herewith. The Company will file all required pro forma financial statements by amendment hereto not later than 60 days after the date that this Current Report on Form 8-K must be filed. Exhibits 2.01 Certificate of Amendment to the Articles of Incorporation 2.02 Articles of Merger 99.1 Press Release dated February 14, 2004 2 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. Date: February 14, 2005 CERTRON CORPORATION By: /s/Yanbiao Bai --------------------------------- Yanbiao Bai Chief Executive Officer 3 EX-2.01 2 ex201.txt AMENDMENT TO ARTICLES Exhibit 2.01 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CERTRON CORPORATION The undersigned hereby certify that: 1. They are the Chairman of the Board and the Secretary, respectively, of Certron Corporation, a California corporation. 2. The provision of Article V of the Articles of Incorporation of Certron Corporation, as amended, which now reads: "The total number of shares of stock which this corporation shall have authority to issue is 10,500,000 shares. The aggregate par value of all shares that are to have par value is Five Hundred Thousand Dollars ($500,000). The number of shares of Preferred Stock authorized is 500,000 shares, and the par value of each of such shares is one dollar ($1.00). The number of shares of Common Stock authorized is 10,000,000 shares, and each such common share shall be without par value." is hereby amended to read in its entirety as follows: "The total number of shares of stock which this corporation shall have authority to issue is 150,500,000 shares. The aggregate par value of all shares that are to have par value is Five Hundred Thousand Dollars ($500,000). The number of shares of Preferred Stock authorized is 500,000 shares, and the par value of each of such shares is one dollar ($1.00). The number of shares of Common Stock authorized is 150,000,000 shares, and each such common share shall be without par value." 3. The foregoing amendment of the Articles of Incorporation of Certron Corporation has been duly approved by the Board of Directors of Certron Corporation. 4. The foregoing amendment of the Articles of Incorporation of Certron Corporation has been duly approved by the required vote of shareholders in accordance with Section 902 and Section 903 of the California Corporations Code. The total number of outstanding shares is 3,128,306 shares of Common Stock, the only class outstanding and the only class entitled to vote with respect to the foregoing amendment. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares of Common Stock. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: February 2, 2005 /s/ Michael S. Kass ----------------------------------------- Michael S. Kass, Executive Vice President /s/Susan E. Kass ----------------------------------------- Susan E. Kass EX-2.02 3 ex202.txt ARTICLES OF MERGER EXHIBIT 2.02 ARTICLES OF MERGER BETWEEN CERTRON ACQUISITION CORP. AND CYBRDI, INC. THESE ARTICLES OF MERGER are entered into this 2nd day of February, 2005 by and between Certron Acquisition Corp., a Maryland corporation, and Cybrdi, Inc., a Maryland corporation. THIS IS TO CERTIFY: FIRST: The entities that are parties to these Articles of Merger are Certron Acquisition Corp. and Cybrdi, Inc., and both of such parties to these Articles of Merger agree to merge in the manner hereinafter set forth. SECOND: Certron Acquisition Corp. was incorporated on November 10, 2004 in the State of Maryland ("Acquisition Corp."). Cybrdi, Inc. was incorporated on October 16, 2004 in the State of Maryland ("Cybrdi"). THIRD: Cybrdi is the entity to survive the merger. FOURTH: The principal office of Cybrdi in the State of Maryland is located at 20 Firstfield Road, Suite 190A, Gaithersburg, Maryland 20874 in Montgomery County, Maryland. The principal office of Acquisition Corp. in the State of Maryland is 201 North Charles Street, Suite 1330, Baltimore, Maryland 21201 in Baltimore County, Maryland. FIFTH: Neither Acquisition Corp. nor Cybrdi owns any interest in land in the State of Maryland. SIXTH: The Articles of Incorporation of Cybrdi will not be amended as a result of the merger. SEVENTH: The total number of shares of all classes of stock which Acquisition Corp. has authority to issue is 1,000 shares of common stock, without par value. The total number of shares of all classes of stock which Cybrdi has authority to issue is thirty five million (35,000,000) shares of Common Stock, $.10 par value per share, and the aggregate par value thereof is $3,500,000. 1 EIGHTH: Upon the effective date, Acquisition Corp. shall be merged into Cybrdi; and thereupon Cybrdi shall possess any and all purposes and powers of Acquisition Corp.; and all leases, licenses, property rights, privileges, and powers of whatever nature and description of Acquisition Corp. shall be transferred to, vested in, and devolved upon Cybrdi without further act or deed, subject to all of the debts and obligations of Acquisition Corp.. NINTH: At the effective time of the merger: (a) each share of Common Stock of Cybrdi issued and outstanding immediately prior to the effective time (other than Common Stock, if any, to be canceled as provided in clause (b) of this sentence) shall, by virtue of the merger and without any action on the part of the holder thereof, be canceled and extinguished and converted into the right to receive 1.566641609 shares of the Common Stock, no par value, of Certron Corporation, a California corporation ("Certron Corporation") and the sole shareholder of Acquisition Corp, (b) any share of the Common Stock of Cybrdi held in the treasury of Cybrdi at the effective time shall be canceled and retired, and no shares or other securities of Certron Corporation or Acquisition Corp. shall be issuable with respect thereto, and (c) each issued and outstanding share of common stock, without par value, of Acquisition Corp. shall be converted into and become one (1) validly issued, fully paid and non-assessable share of the Common Stock of Cybrdi. TENTH: The terms and conditions of the transaction described in these Articles of Merger were duly advised, authorized, and approved by Acquisition Corp. in the manner and by the vote required by the law of the State of Maryland and its Articles of Incorporation, as follows: a. The Board of Directors of Acquisition Corp., by written consent signed by the sole member thereof and filed with the minutes of proceedings of the Board, adopted a resolution declaring that the proposed merger transaction was advisable and directing that the proposed merger transaction be submitted for consideration by its sole shareholder. b. A consent in writing approving the proposed merger transaction was signed by the sole shareholder of Acquisition Corp., and such consent is filed with the records of shareholder meetings of Acquisition Corp. ELEVENTH: The terms and conditions of the transaction described in these Articles of Merger were duly advised, authorized, and approved by Cybrdi in the manner and by the votes required by the laws of the State of Maryland and the Articles of Incorporation of Cybrdi, as follows: a. The Board of Directors of Cybrdi unanimously adopted a resolution declaring that the proposed merger transaction was advisable and directed that the proposed merger transaction be submitted to the Cybrdi shareholders for their approval. b. The holders of all of the issued and outstanding shares of common stock of Cybrdi approved the proposed merger. TWELFTH: These Articles of Merger shall become effective as of 5:00 p.m. on the date of filing hereof in accordance with Maryland Law (the "effective date"). THIRTEENTH: The undersigned Vice President of Acquisition Corp. acknowledges these Articles of Merger to be the corporate act of Acquisition Corp., and further, as to all matters or facts to be verified under oath, acknowledges that, to the best of his knowledge, information, and belief, these matters and facts relating to Acquisition Corp. are true in all material respects and that this statement is made under the penalties of perjury. The undersigned President of Cybrdi acknowledges these Articles of Merger to be the corporate act of Cybrdi, and further, as to all matters or facts to be verified under oath, acknowledges that, to the best of his knowledge, information, and belief, these matters and facts relating to Cybrdi are true in all material respects and that this statement is made under the penalties of perjury. FOURTEENTH: The executed Agreement and Plan of Merger is on file at the office of Cybrdi, located at 20 Firstfield Road, Suite 190A, Gaithersburg, Maryland 20874, and a copy of it will be furnished, on request and without cost, to any stockholder of any constituent corporation. 2 IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the parties hereto this 2nd day of February, 2005. Attest: CYBRDI, INC. /S/ XUE BU /S/YANBIAO BAI _____________________________ By:______________________ Xue Bu, Secretary Yanbiao Bai, President Attest: CERTRON ACQUISITION CORP. /S/SUSAN E. KASS /S/MICHAEL A. KASS _______________________________ By:_______________________________ Susan E. Kass, Secretary Michael A. Kass, Vice President 3 EX-99.1 4 ex991.txt PRESS RELEASE Exhibit 99.1 CERTRON CORPORATION ACQUIRES CYBRDI, INC. FREDERICK, MD, February 14, 2005: Certron Corp (OTCBB: CRTN) today announced the closing of the merger of Certron Acquisition Corp., a wholly owned subsidiary of Certron Corporation, with and into Cybrdi, Inc. As a result of the merger, Cybrdi, Inc. is now a wholly owned subsidiary of Certron and the former Cybrdi shareholders will be issued approximately 47.3 million shares of Certron common stock, representing approximately 93.8% of the Common Stock of Certron Corporation. The shares are being issued in exchange for all of the issued and outstanding Common Stock of Cybrdi. Certron Corporation will be filing amended Articles of Incorporation with the California Secretary of State to change its name to Cybrdi. Also in connection with the merger, all of Certron's officers and directors have resigned and Yanbiao Bai, the chief executive officer of Cybri, has assumed the role of chief executive officer and director of Certron. Other vacancies on the Board of Directors and other positions within the company will be filled by officers and directors of Cybrdi. Cybrdi conducts operations in both China and the United States. Most of its Chinese operations are conducted through its 80% ownership interest in a Chinese joint venture. Cybrdi, Inc. manufactures both human and animal tissue micro-arrays for a wide variety of scientific uses, such as drug discovery and development. Its U.S. office is located in Frederick, Maryland and the main office of its Chinese joint venture is located in Shaanxi, China, a suburb of Shanghai. Mr. Bai expressed great pleasure in completing the transaction and remarked: "The merger of Cybrdi and Certron will give Cybrdi access to the U.S. public equities market and permit prospective investors to benefit from both our advances in the bio-tech industry and the ever expanding Chinese market". This release is comprised of interrelated information that must be interpreted in the context of all of the information provided and care should be exercised not to consider portions of this release out of context. This release contains certain "forward-looking statements and information" (as defined in the Private Securities Litigation Reform Act of 1995). Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Certron's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----