8-K 1 d8k.htm FORM 8-K Form 8-K

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):

August 29, 2005

 

 

AUTOIMMUNE INC.

(Exact Name of Registrant as specified in its charter)

 

 

DELAWARE   0-20948   13-348-9062

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

1199 Madia Street, Pasadena, CA   91103
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (626) 792-1235

 

Not Applicable

(Registrant’s name or former address, if change 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))

 

Item 1.01 Entry into Material Definitive Agreement.

 

On August 29, 2005, AutoImmune Inc. and Deseret Laboratories, Inc. entered into the first amendment (the “Amendment”) to the Limited Liability Company Operating Agreement of Colloral LLC, dated August 19, 2002. The Amendment modifies the proportion of funds available for distribution to which the members of Colloral LLC are entitled and the proportion of profits and losses of Colloral LLC that are allocated to its members, taking into account the effect of the Sales and Marketing Agreement by and between Business Development Resources, Inc. and Colloral LLC, effective May 23, 2005. A copy of the Amendment is furnished as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

 

The information contained in this Report, including the Amendment furnished as Exhibit 10.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing with the Securities Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statement and Exhibits

 

(c) The following exhibit is included with this Report:

 

Exhibit No.
  

Description

10.1   First Amendment to Limited Liability Company Operating Agreement of Colloral LLC, dated August 29, 2005, by and between AutoImmune Inc. and Deseret Laboratories, Inc.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

AUTOIMMUNE INC.
By:  

/s/ Robert C. Bishop, Ph.D.

    Robert C. Bishop, Ph.D.
    President and Chief Executive Officer

 

Date: August 31, 2005