Attached files
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| EX-10.1 - Stalar 3 Inc. | ex10-1.htm |
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): November 24, 2009
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STALAR
3, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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000-52973
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26-1402659
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
Number)
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317 Madison Ave.,
Suite 1520, New York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (212)
953-1544
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N/A
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(Former
name or former address, if changed since last
report.)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 1
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Registrant’s
Business and Operations
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On
November 24, 2009, Stalar 3, Inc. (“Stalar”) entered into a Stock Purchase
Agreement (the “Agreement”) by and among Abraxis Bioscience, LLC, a
Delaware limited liability company (“Buyer”), Stalar 3,
Inc., a Delaware corporation (the “Company”), Dr. Steven
Fox (“Controlling
Shareholder”) and other holders of shares of Common Stock of the Company
(each, including the Controlling Shareholder, a “Seller” and,
collectively, the “Sellers””) whereby
Buyer will acquire up to 100% of the issued and outstanding shares of Common
Stock of the Company directly from the Sellers. Pursuant to the terms
and conditions of the Agreement, the Company and the Controlling Shareholder
have until December 15, 2009 to deliver the signature pages to the Agreement of
all but two of all holders of shares of stock of the Company, and upon
consummation of a closing (the “Closing”), the Buyer will be either the sole
stockholder of the Company, or the controlling stockholder of the
Company.
The
Agreement contains customary representations, warranties and covenants, and is
subject to customary closing conditions, including, but not limited to, the
following:
(a) At
the Closing, the Controlling Shareholder shall deliver or cause to be delivered
to Buyer the certificates representing the shares of Common Stock of the Sellers
in proper form for transfer to Buyer, which certificates shall represent not
less than Two Million Twenty One Thousand Five Hundred (2,021,500) shares of
Common Stock of the Company;
(b) The
resignation of all of the Company’s officers and directors at
Closing;
(c) At
the Closing, the Controlling Shareholder shall deliver or cause to be delivered
to Buyer true, correct and complete copies of the stock ledger, minute book,
corporate seal and books and records of the Company;
(d) The
delivery to the Buyer of a certified copy of all necessary corporate action
approving the Company’s execution, delivery and performance of this
Agreement;
(e) Delivery
by Buyer of the Purchase Price, and receipt for the Purchase Price provided by
the Controlling Shareholder to the Buyer;
(f) At
Closing, the Company shall provide to the Buyer certificates signed by the
President of the Company and the Controlling Shareholder certifying that (i) the
representations and warranties made in the Agreement by the Company and
Controlling Shareholder, respectively are accurate and complete in all respects
as of the Closing, except for any such representations or warranties that relate
solely to an earlier date (in which case such representations and warranties
were accurate and complete as of such earlier date) and (ii) the Company and the
Controlling Shareholder has performed and complied with all agreements,
obligations and conditions contained in the Agreement that are required to be
performed or complied with by it on or before the Closing.
(g) The
representations and warranties made by the Controlling Shareholder, Sellers,
Buyer and the Company in the Agreement shall be true and correct in all material
respects as of the date of Closing, and the Controlling Shareholder shall have
performed all obligations and conditions required under the Agreement to be
performed or observed by him on or prior to date of Closing.
No
material relationship is known to exist between the Company and the Buyer, or
Affiliates of the Company and the Buyer, or the Controlling Shareholder and the
Buyer.
A
copy of the Agreement is attached as Exhibit 10.1 to this Form 8-K and
incorporated herein by reference. The foregoing summary and description of the
Agreement is qualified by reference to the full text of
Exhibit 10.1.
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Item
9.01.
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Financial
Statements and Other Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Stock
Purchase Agreement dated November 24, 2009 by and among Stalar
3, Inc., Abraxis Bioscience, LLC, a Delaware limited liability
company, Dr. Steven Fox and other holders of shares of Common Stock of
Stalar 3, Inc.
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SIGNATURE
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.
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STALAR
3, INC.
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Date: November
30, 2009
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By:
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/s/
Steven R. Fox, DDS
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Chief
Operating Officer and
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Chief
Financial Officer
(principal
financial officer)
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Stock
Purchase Agreement dated November 24, 2009 by and among Stalar
3, Inc., Abraxis Bioscience, LLC, a Delaware limited liability
company, Dr. Steven Fox and other holders of shares of Common Stock of
Stalar 3, Inc.
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