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) September 1, 2005
Calypte Biomedical Corporation
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(Exact name of Company as specified in its charter)
Delaware 000-20985 06-1226727
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification)
5 Centerpointe Drive, Suite 400, Lake Oswego, OR 97035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (971) 204-0282
5000 Hopyard Road, Suite 480, Pleasanton, CA 94568
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(Former name or former address, if changed since last report)
|_| Written communication 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 40.13e-4(c))
Item 1.01 Entry into a Material Definitive Contract.
Effective on September 1, 2005, Calypte Biomedical Corporation ("the Company")
entered into an agreement (the "Agreement") with Marr Technologies Asia Limited
("Marr"), a Seychelles company, to define the respective rights, duties and
obligations of the parties in connection with the ownership and operation of
Beijing Calypte Biomedical Technology Ltd. ("Beijing Calypte"), a joint venture
entity created in the Peoples' Republic of China ("China") to manufacture,
market, distribute and sell certain of the Company's current and future products
in China. Marr is an affiliate of Marr Technologies BV, a Netherlands company,
which currently owns approximately 27% of the Company's outstanding common
stock.
The Agreement authorizes a five-member Board of Directors which is responsible
to manage the business, property and affairs of Beijing Calypte in accordance
with the provisions of the Agreement, Beijing Calypte's Amended and Restated
Articles of Association and all applicable laws. The Board is composed of three
directors designated and appointed by Calypte, each for a four year term, and
two directors designated and appointed by Marr, each for a four year term. Each
Director shall cast one vote on each resolution to be voted upon. The Agreement
further specifies certain major decisions, such as incurring indebtedness,
merging Beijing Calypte with another entity, acquiring another entity or
dissolving Beijing Calypte, among others, which require unanimous vote by the
Board of Directors.
The Agreement provides, with only limited exceptions, that neither Marr nor the
Company has the right to transfer its interest in Beijing Calypte to any other
entity. The Agreement will remain effective until it is terminated upon the
mutual agreement of Marr and the Company or upon a resolution of the Board of
Directors of Beijing Calypte or an order by a court of competent jurisdiction
for the winding down of Beijing Calypte's business affairs.
SIGNATURES
Pursuant to the requirement 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: Lake Oswego, Oregon
September 8, 2005
Calypte Biomedical Corporation
By: /s/ Richard D. Brounstein
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Richard D. Brounstein
Executive Vice President and
Chief Financial Officer
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