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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 2, 2003
CRDENTIA CORP.
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(Exact name of Registrant as specified by its charter)
Delaware 0-31152 76-0585701
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
455 Market Street, Suite 1220, San Francisco, California 94105
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(Address of principal executive offices)
(415) 543-1535
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(Registrant's telephone number)
N/A
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Former Name or Former Address If Changed Since Last Report
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ITEM 2. Acquisition or Disposition of Assets.
(a) On October 2, 2003, we, Crdentia Corp., Nurses Network, Inc., NNI
Acquisition Corporation, a wholly owned subsidiary of ours, and certain
shareholders of Nurses Network, Inc. consummated the merger of NNI Acquisition
Corporation with and into Nurses Network, Inc. pursuant to the terms of the
Agreement and Plan of Reorganization dated July 16, 2003, as amended on
September 9, 2003.
In connection with the merger all outstanding shares of capital stock
of Nurses Network, Inc. were converted into the right to receive a ratable
portion of the merger consideration. The merger consideration is equal to sixty
percent of the sum of Nurses Network, Inc.'s revenue for the six consecutive
fiscal quarters commencing with the fiscal quarter ending September 30, 2003 and
will be payable solely in shares of Crdentia common stock. Subject to the terms
and conditions of the merger agreement, as amended, an advance closing payment
of 118,084 shares of Crdentia common stock was issued to the former Nurses
Network, Inc. shareholders at the closing. The consideration for and the other
terms and conditions of the merger were determined by arms-length negotiations
between us and Nurses Network, Inc. Robert Kenneth, a member of our board of
directors, was a director, officer and shareholder of Nurses Network, Inc.
(b) Nurses Network is a San Francisco, California based nurse staffing
agency which provides licensed staff for medical clinics as well as skilled home
healthcare visits. We intend to continue the operations of Nurses Network, Inc.
as a subsidiary of Crdentia and use Nurses Network, Inc.'s equipment and other
physical property in the conduct of such operations.
The description of the transaction set forth above is qualified in its
entirety by reference to the merger agreement filed as Exhibit 2.1 to the report
on Form 8-K on July 18, 2003 and to the amendment to the merger agreement filed
with this current report as Exhibit 2.2.
On October 3, 2003, we issued a press release which is attached as
Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of Nurses Network, Inc. required to be filed
pursuant to Item 7(a) of Form 8-K will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days from the date this initial Form
8-K report was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to
Item 7(b) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but
in no event later than 60 days from the date this initial Form 8-K report was
required to be filed.
(c) Exhibits.
2.1(1) Agreement and Plan of Reorganization, dated as of July 16, 2003, by and
among Crdentia Corp., Nurses Network, Inc., NNI Acquisition Corporation
and certain shareholders of Nurses Network, Inc. (the "Merger
Agreement"). Certain schedules and exhibits referenced in the Merger
Agreement have been omitted in accordance with Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be
furnished supplementally to the Securities and Exchange Commission upon
request.
2.2 Amendment No. 1 made and entered into effective as of September 9,
2003, by and among Crdentia Corp., NNI Acquisition Corporation, Nurses
Network, Inc. and certain shareholders of Nurses Network, Inc. to the
Agreement and Plan of Reorganization dated July 16, 2003.
99.1 Press release dated October 3, 2003.
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(1) Previously filed as Exhibit 2.1 to the Form 8-K filed with the
Securities and Exchange Commission on July 18, 2003 and incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: October 8, 2003 CRDENTIA CORP.
/S/ LAWRENCE M. DAVIS
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By: Lawrence M. Davis,
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
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2.1(1) Agreement and Plan of Reorganization, dated as of July 16, 2003, by
and among Crdentia Corp., Nurses Network, Inc., NNI Acquisition
Corporation and certain shareholders of Nurses Network, Inc. (the
"Merger Agreement"). Certain schedules and exhibits referenced in
the Merger Agreement have been omitted in accordance with Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request.
2.2 Amendment No. 1 made and entered into effective as of September 9,
2003, by and among Crdentia Corp., NNI Acquisition Corporation,
Nurses Network, Inc. and certain shareholders of Nurses Network,
Inc. to the Agreement and Plan of Reorganization dated July 16,
2003.
99.1 Press release dated October 3, 2003.
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(1) Previously filed as Exhibit 2.1 to the Form 8-K filed with the
Securities and Exchange Commission on July 18, 2003 and
incorporated herein by reference.