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): May 30, 2012

 

STALAR 2, INC.
(Exact Name of Registrant as Specified in its Charter)

   

Delaware 000-52972 26-1402651
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification Number)
     
317 Madison Ave., Suite 1520, New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
     
(212) 953-1544
Registrant’s telephone number, including area code:
     
N/A
(Former name or former 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):

 

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))

 

 
 

 

 

 

Section 1   Registrant’s Business and Operations

 

     
Item 1.02   Termination of a Material Definitive Agreement.

 

As reported on Form 8-K, filed by Stalar 2, Inc. (“Stalar”) on September 30, 2011, Stalar is a party to that certain Reverse Merger Agreement (the “Merger Agreement”) with Tennessee Materials, Inc. (“TMI”). The Merger Agreement provided, among other things, that TMI would either (i) effect a merger with Stalar, or (ii) effect a merger with another entity. During the course of its due diligence and discussions with TMI, Stalar has elected to terminate the Merger Agreement, effective May 30, 2012, and, pursuant to the Reverse Merger Agreement, Stalar will retain the escrowed funds as liquidated damages. A copy of the Merger Agreement was attached as Exhibit 10.1 to Stalar’s Form 8-K, filed September 30, 2011.

 

 

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.

 

     
  STALAR 2, INC.

 

 

 

 

 

 

Date: May 30, 2012 By:   /s/ Steven R. Fox
  Chief Operating Officer and
 

Chief Financial Officer

(principal financial officer)