Manaris Corp - Current report filing (8-K)
December 17 2007 - 12:43PM
Edgar (US Regulatory)
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): December 12, 2007
Avensys
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
000-33199
|
88-0467848
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID)
|
400
boul. Montpellier
Montreal,
Quebec
Canada
H4N 2G7
(Address
of principal executive offices and Zip Code)
(514)
904-6030
(Registrant's
telephone number, including area code)
Manaris
Corporation.
(Former
name or former address, if changed since last report)
Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New
York,
NY 10006
Tel:(212)
930-9700
Fax:(212)
930-9725
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):
o
|
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)
|
|
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
|
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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
1.01 Entry Into a Material Definitive Agreement
On
November 20, 2007, Manaris Corporation, a Nevada corporation (the "Registrant")
and its newly formed, wholly owned subsidiary, Avensys Corporation, a Nevada
corporation ("Avensys"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), as announced in the attached press release. Pursuant
to the
terms and subject to the conditions set forth in the Merger Agreement, the
Registrant merged with and into Avensys (the " Merger"), solely to effect
a name
change of Registrant. Registrant will continue as the surviving corporation
with
the surviving corporation changing its name to Avensys Corporation. The
Registrant’s Board of Directors approved the Merger and the Merger Agreement. On
November 26, 2007, Registrant filed Articles of Merger with the Secretary
of
State of Nevada. (the “Articles of Merger”). Pursuant to Chapter 92A.180 of the
Nevada Revised Statutes, Shareholder approval was not required for the Merger
and Name Change. Copies of the Merger Agreement and Articles of Merger are
filed
herewith.
In
connection with the Merger, the Registrant's Common Stock has been assigned
a
new symbol for quotation on the OTC Bulletin Board. The post-Merger shares
of
Common Stock were quoted under the symbol "AVNY" on the OTC Bulletin Board
commencing at the opening of trading on December 12, 2007.
The
CUSIP
number of the post-Merger Common Stock is 05356H 101. The CUSIP number for
the
Common Stock before the Merger (
56176P104
)
is
suspended as of the close of business on December 11, 2007.
Item
8.01 Other Events.
On
December 12, 2007 the Registrant issued a news release announcing the Merger
and
Name Change and the new trading symbol for shares of the Registrant's Common
Stock commencing at the opening of trading on December 12, 2007. A copy of
the
news release is filed herewith as Exhibit 99.1 and is incorporated herein
by
reference.
Item
9.01 Financial Statements and Exhibits
|
|
Exhibit
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Description
|
|
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10.1
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Form
of Merger Agreement between Registrant and Avensys Corporation,
dated
November 20, 2007. (Filed herewith)
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10.2
|
Articles
of Merger filed on November 26, 2007 with the Secretary of State
of the
State of Nevada. (Filed herewith).
|
99.1
|
Press
Release of the Registrant, dated December 12, 2007 (Filed
herewith)
|
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.
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|
|
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Manaris
CORPORATION
|
|
|
|
December
17, 2007
|
By:
|
/s/
Tony Giuliano
|
|
Tony
Giuliano
Chief
Financial Officer
|
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