- Current report filing (8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported):  May 9, 2009

OSIRIS CORPORATION

 (Exact name of registrant as specified in charter)

 

Delaware	333-44586	58-3565680
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

14707 California Street, Suite 5, Omaha, NE	68154
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

Copies to:

Gregory Sichenzia, Esq.

Thomas A. Rose, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: [phone]

Fax: [phone]

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 Instructions 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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Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On November 9, 2004, Osiris Corporation (the “Company”), and its wholly-owned subsidiary, Thomas Ventures, Inc. (“Ventures”) entered into agreements with Laurus Master Funds, Ltd, a Cayman Islands corporation ("Laurus"), pursuant to which the Company sold convertible debt, an option and a warrant to purchase common stock of the Company to Laurus in a private offering pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933, as amended  (the “Laurus Agreement”).  The Laurus Agreement was amended and supplemented from time to time and as of May 1, 2009, total indebtedness including interest owing to Valens US SP I, LLC, assignee of Laurus, amounted to approximately $73.1 million.  All of such debt was secured by a pledge of the Company’s assets, including the capital stock of the Company’s wholly-owned subsidiaries (i) Thomas Equipment Inc. (formerly known as Thomas Equipment 2004 Inc.), organized under the laws of Canada, and (ii) Pneutech-Rousseau Inc., a corporation amalgamated under the laws of Canada (resulting from the amalgamation of Pneutech Inc., Rousseau Controls Inc. and Hydramen Fluid Power Limited) (collectively, the “Subsidiaries”).  The Subsidiaries constitute substantially all of the Company’s operations.

On or about September 2008, the Company stopped making required interest payments to Laurus, which constituted a default under the Laurus Agreement.  On May 9, 2009, the Company received a notice dated May 7, 2009 from LV Administrative Services, Inc., as agent for the secured party.  Pursuant to the notice, the secured party intends to conduct a public sale of the capital stock of the Subsidiaries on May 27, 2009.

A copy of the Notice of disposition of Collateral by Secured Party, dated as of May 7, 2009, is filed as Exhibit 99.1 to this Form 8-K, and such notice is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

99.1	Notice of disposition of Collateral by Secured Party, dated as of May 7, 2009

 

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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.

 

	OSIRIS CORPORATION
Date: May 13, 2009	/s/ PETTER M. ETHOLM
	Petter M. Etholm,
	President and Chief Executive Officer

 

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