Unassociated Document
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): February 8, 2010
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33874
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75-2242792
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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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80
Empire Drive, Lake Forest, CA 92630
(Address
of principal executive offices) (Zip Code)
(949)
600-4640
(Registrant's
telephone number, including area code)
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:
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))
Asset
Purchase Agreement
On
February 8, 2010, Xcorporeal, Inc., a Delaware corporation (the “Company”),
Xcorporeal Operations, Inc., a Delaware corporation and the Company’s
wholly-owned subsidiary (“Operations”), National Quality Care, Inc., a Delaware
corporation (“NQCI”, and collectively with the Company and Operations, the
“Sellers”), and Fresenius USA, Inc. (the “Purchaser”), a Massachusetts
corporation and a wholly owned subsidiary of Fresenius Medical Care Holdings,
Inc., entered into Amendment No. 1 (the “Amendment”) to the Asset Purchase
Agreement, dated December 14, 2009 (the “APA”), by and among the Sellers and the
Purchaser. The Amendment extends from February 28, 2010 until March
31, 2010 the date upon which any party to the APA may terminate the APA if the
closing of the transactions contemplated therein has not
occurred. Except for this modification, all of the terms and
provisions of the APA remain in full force and effect.
The
Company has filed a copy of the Amendment as Exhibit 2.1 to this Current
Report on Form 8-K and a copy of the APA as Exhibit 2.1 to
its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on December 18, 2009, and the summary of the terms of the
Amendment and the APA herein is qualified in its entirety by reference to
the complete text of the Amendment and the APA and the Amendment and the APA are
incorporated by reference herein.
Side
Agreement
In
connection with the Amendment, on February 11, 2010, the Company and the
Purchaser entered into Amendment No. 1 (the “Side Agreement Amendment”) to the
Side Agreement, dated December 14, 2009 (the “Side Agreement”), by and
between the Company and the Purchaser. The Side Agreement Amendment
extends from February 28, 2010 until March 31, 2010 the date upon which the
Engagement (as defined in the Side Agreement) shall terminate, unless terminated
prior thereto as provided in the Side Agreement. Except for this
modification, all of the terms and provisions of the Side Agreement remain in
full force and effect.
The
Company has filed a copy of the Side Agreement Amendment as Exhibit 10.1 to
this Current Report on Form 8-K and a copy of the Side Agreement as
Exhibit 10.1 to its Current Report on Form 8-K filed with the SEC
on December 18, 2009, and the summary of the terms of the Side Agreement
Amendment and the Side Agreement herein is qualified in its entirety by
reference to the complete text of the Side Agreement Amendment and the Side
Agreement and the Side Agreement Amendment and the Side Agreement are
incorporated by reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Amendment
No. 1 to Asset Purchase Agreement, dated February 8, 2010, by and among
Xcorporeal, Inc., Xcorporeal Operations, Inc., National Quality Care, Inc.
and Fresenius USA, Inc. *
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| |
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10.1
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Amendment
No. 1 to Agreement, dated February 11, 2010, by and between Xcorporeal,
Inc. and Fresenius USA, Inc.
*
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* Filed
herewith.
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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XCORPOREAL,
INC.
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Date:
February 12, 2010
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By:
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/s/ Robert
Weinstein
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Robert
Weinstein
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Chief
Financial Officer
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