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: September 1, 2005
Eye Dynamics, Inc.
(Exact name of the Company as specified in its charter)
Nevada 0-27857 88-0249812
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2301 W. 205th Street, #102, Torrance, CA 90501
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(Address of principal executive offices)
The Company's telephone number, including area code:
310-328-0477
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 1, 2005 Eye Dynamics, Inc. ("Eye Dynamics") entered into
an Agreement and Plan of Merger (the "Merger Agreement"), with OrthoNetx, Inc.
("OrthoNetx") and Eye Dynamics Acquisition Corp., a direct wholly owned
subsidiary of Eye Dynamics ("Merger Sub").
The Merger Agreement contemplates that Merger Sub will be merged into
OrthoNetx, with OrthoNetx continuing as a wholly owned subsidiary of Eye
Dynamics (the "Merger"). Subject to certain adjustments described in the Merger
Agreement, each outstanding share of Common Stock of OrthoNetx will be converted
into approximately .86 shares of Common Stock of Eye Dynamics.
Consummation of the Merger is subject to various conditions, including,
among others, the approval of the Merger Agreement by the shareholders of
OrthoNetx, the absence of certain legal impediments to consummation of the
Merger, the receipt of certain regulatory approvals and OrthoNetx's successful
completion of a $3,000,000 private placement of Common Stock and warrants.
The Agreement also provides that, immediately following the Merger,
five members of the Board of Directors of OrthoNetx will be appointed to the
Board of Directors of Eye Dynamics. In addition, Terry R. Knapp, currently
President of OrthoNetx, is to be appointed Chief Executive Officer of Eye
Dynamics. The Merger Agreement also provides that, following the Merger, the
Company's name will be changed to "AcuNetx, Inc."
The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
A copy of the press release announcing the merger is furnished as
Exhibit 99.1 to this report and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are furnished in accordance with
Item 601 of Regulation S-B:
2.1 Agreement and Plan of Merger, dated September 1, 2005, among Eye
Dynamics, Inc., OrthoNetx, Inc., and Eye Dynamics Acquisition Corp.
99.1 Press Release dated September 5, 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, thereunto duly authorized.
Eye Dynamics, Inc., a Nevada
corporation
By: /s/ Ronald A. Waldorf
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Ronald A. Waldorf, President
Date: September 5, 2005