Attached files
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| EX-99.1 - RAPTOR RESOURCES HOLDINGS INC. | v188387_ex99-1.htm |
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): June 16, 2010 (June 10,
2010)
Lantis
Laser Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-53585
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65-0813656
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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11
Stonebridge Court, Denville,
NJ
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07834
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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: (203) 300-7622
(Former
name or address, if changed 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events.
On June
10, 2010 the registrant (“Lantis Laser”) entered into a Letter of Intent ("LOI")
to merge with Perio-Imaging Inc. ("Perio-Imaging") under which it was
contemplated that the parties would each own 50% of the new entity ("Newco"),
Stan Baron, President of Lantis Laser, would remain President of Newco and Barry
Berman, President of Perio-Imaging, would serve as Chairman of the Board with a
five year consulting agreement with Newco. The closing of the merger
is contingent on a variety of factors, including the engagement of an investment
bank to arrange for sufficient financing of Newco, conversion by the existing
Lantis Laser note holders into shares of Lantis Laser common stock and the
completion of due diligence by both parties. The parties to the LOI
have agreed to a period of exclusivity under which neither party will seek to
sell any of its assets or its business to another person through December 31,
2010, the latest date for closing of the merger under the LOI.
Lantis
Laser and Perio-Imaging issued a press release announcing their proposed merger.
A copy of that press release is attached as Exhibit 99.1 and incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press
Release dated June 16, 2010
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 thereunto
duly authorized.
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Date: June 16,
2010
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Lantis
Laser Inc.
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By:
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/s/
Stanley B. Baron
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Stanley
B. Baron
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President
and Chairman
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