UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 15, 2005
VALLEY FORGE SCIENTIFIC CORP.
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(Exact name of registrant as specified in charter)
PENNSYLVANIA
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(State or other jurisdiction of incorporation)
001-10382 23-2131580
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(Commission File Number) (IRS Employer Identification Number)
3600 Horizon Drive, King of Prussia, Pennsylvania 19406
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(Address of principal executive offices)
(484) 690-9000
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(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 1.01 Entry into a Material Definitive Agreement
On July 15, 2005, Valley Forge Scientific Corp. ("Valley Forge"), Synergetics
Acquisition Corporation, a wholly-owned subsidiary of Valley Forge, and
Synergetics, Inc. entered into Amendment No. 2 to Agreement and Plan of Merger
("Amendment No. 2"), amending the original Agreement and Plan of Merger entered
into by the parties on May 2, 2005, as amended by Amendment No. 1 to Agreement
and Plan of Merger dated June 2, 2005 (the "Merger Agreement"). Under Amendment
No. 2 the parties amended the Merger Agreement to include an additional
condition precedent to each party's obligation to effect the merger that the
Valley Forge stockholders shall have approved a proposal granting the Valley
Forge Board of Directors the discretion to effect a reverse stock split at a
ratio within a specific range so as to satisfy the minimum bid requirements for
initial listing on The Nasdaq SmallCap Market on the trading day following the
consummation of the merger. A copy of Amendment No. 2 is set forth in Exhibit
2.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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2.1 Amendment No. 2 to Agreement and Plan of Merger dated July
15, 2005 by and among Valley Forge Scientific Corp.,
Synergetics Acquisition Corporation and Synergetics, Inc.
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SIGNATURES
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Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: July 15, 2005
VALLEY FORGE SCIENTIFIC CORP.
By: /s/ JERRY L. MALIS
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Jerry L. Malis, President and
Chief Executive Officer
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