--------------------------------------------------------------------------------
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):
July 9, 2005
--------
ORALABS HOLDING CORP.
(Exact name of registrant as specified in its charter)
--------
Commission file number 000-23039
COLORADO 14-1623047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18685 East Plaza Drive, Parker, Colorado 80134
(Address of principal executive offices) (Zip Code)
(303) 783-9499
(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:
|_| 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))
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
OraLabs adopted an amended and restated Code of Ethics and Conduct (July
2005) on July 9, 2005. The revised Code is broader in scope and applicable to
more persons than was the Code of Ethics previously adopted by the Company. A
copy of the Code of Ethics and Conduct (July 2005) is attached as an exhibit.
Item 7.01 Regulation FD Disclosure
A press release dated August 22, 2005, as corrected, respecting the
Company's filed Form 10-QSB filed for the period ended June 30, 2005 and other
matters, is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference. The information contained in this Item 7.01, including the
accompanying exhibit, is being furnished and shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or otherwise subject to the liability of that section. The
information contained in this Item 7.01, including the accompanying exhibit,
shall not be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference in such
filing.
Forward-looking Statement
Except for historical information and discussions contained herein,
statements included in this Current Report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements in this Form 8-K relate to the future
financial performance of the Company , the terms of the Stock Exchange Agreement
referred to in the press release, the occurrence of any closing of the Stock
Exchange Agreement and the final terms of the Stock Exchange Agreement. These
statements are based on the Company's current beliefs and expectations as to
such future outcomes. These statements involve a number of risks, uncertainties,
and other factors that could cause results to differ materially.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
14.2 Code of Ethics and Conduct (July 2005)
99.1 Press Release dated August 22, 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.
ORALABS HOLDING CORP.
By: /s/ Gary H. Schlatter
--------------------------------
Gary H. Schlatter
President
Date: August 24, 2005
2
EXHIBIT INDEX
Exhibit No. Description
14.2 Code of Ethics and Conduct (July 2005)
99.1 Press Release dated August 22, 2005