-----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, R37ki9L7LKS6cZfnh1YC5W7+rvkwYNa4l16OJ2HOvr7nn+xvpuUOAIdOir9bN0QN esFGylmNQS0kbWdYjOfihA== 0001125282-05-000646.txt : 20050214 0001125282-05-000646.hdr.sgml : 20050214 20050211190415 ACCESSION NUMBER: 0001125282-05-000646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050211 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADM TRONICS UNLIMITED INC/DE CENTRAL INDEX KEY: 0000849401 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 221896032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17629 FILM NUMBER: 05601283 BUSINESS ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017676040 MAIL ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 8-K 1 b404718_8k.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 11, 2005 ADM TRONICS UNLIMITED, INC. (Exact name of registrant as specified in its charter) Delaware 000-17629 22-1896032 -------- --------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) No.) Identification 224 South Pegasus Avenue, Northvale, New Jersey 07647 (Address of principal executive offices) (Zip Code) (201) 767-6040 Registrant's Telephone Number Check the appropriate box below if the Form 8-K 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 8.01. OTHER EVENTS. On February 11, 2005, ADM Tronics Unlimited, Inc. (the "Registrant") issued a press release pursuant to which the Registrant announced the filing of a registration statement on Form SB-2 by its majority owned subsidiary, Ivivi Technologies, Inc., related to the proposed initial public offering of Ivivi's common stock. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ------------ 99.1 Press Release dated February 11, 2005 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. ADM Tronics Unlimited, Inc. By: /s/ Andre' DiMino ----------------- Name: Andre' DiMino Title: President Dated: February 11, 2005 EX-99.1 2 b404718ex_99-1.txt PRESS RELEASE Exhibit 99.1 NEWS FROM ...ADM TRONICS UNLIMITED, INC. 224-S Pegasus Avenue, Northvale, New Jersey 07647 - 201-767-6040 - Fax: 201-784-0620 FOR IMMEDIATE RELEASE! DATE: FEBRUARY 11, 2005 CONTACT: ANDRE' DIMINO 201-767-6040, ANDRE@ADMTRONICS.COM BEVERLY JEDYNAK, PRESIDENT, MARTIN E. JANIS & COMPANY, INC., 312-943-1100 EXT. 12, BJEDYNAL@JANISPR.COM CONSTANCE ST. JOHN, THE ST. JOHN GROUP, 415-454-2243, CONSTJOHN@AOL.COM ADM TRONICS UNLIMITED, INC. ANNOUNCES PROPOSED INITIAL PUBLIC OFFERING OF IVIVI TECHNOLOGIES, INC. Northvale, NJ -ADM Tronics Unlimited, Inc. (OTCBB: ADMT) announced today that Ivivi Technologies, Inc., a subsidiary of ADM Tronics, filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission relating to a proposed underwritten initial public offering of shares of its common stock, no par value. The shares are to be offered by Maxim Group LLC, as managing underwriter. This offering of common stock will be made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, when available, may be obtained from Maxim Group, LLC, 405 Lexington Avenue, New York, NY 10022. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ADM TRONICS UNLIMITED, INC. ADMT is a technology-based developer and manufacturer of diversified lines of products in three segments - therapeutic non-invasive electronic medical devices, environmentally safe chemical products and topical dermatological products. IVIVI TECHNOLOGIES, INC. Ivivi Technologies is an early-stage medical technology company focusing on designing, manufacturing and commercializing its proprietary electrotherapeutic technologies for the non-invasive treatment of a wide array of acute and chronic disorders of soft tissue. Ivivi's proprietary technologies and research are targeted at the wound, plastic surgery, pain and related markets. Except for historical information contained herein, the matters set forth in this news release are "forward looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). Although ADM Tronics Unlimited, Inc. believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from ADM Tronics Unlimited, Inc.'s expectations. Factors that could contribute to such differences include those identified in ADM Tronics Unlimited, Inc.'s 10-KSB for the fiscal year ended March 31, 2004, the Registration Statement on Form SB-2 filed by Ivivi and those described from time to time in ADM Tronics Unlimited, Inc.'s other fillings with the Securities and Exchange Commission, news releases and other communications. - E N D - -----END PRIVACY-ENHANCED MESSAGE-----