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): September 19, 2005
VALLEY FORGE SCIENTIFIC CORP.
--------------------------------------------------
(Exact name of registrant as specified in charter)
PENNSYLVANIA
----------------------------------------------
(State or other jurisdiction of incorporation)
001-10382 23-2131580
------------------------ ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
3600 Horizon Drive, King of Prussia, Pennsylvania 19406
-------------------------------------------------------
(Address of principal executive offices)
(484) 690-9000
----------------------------------------------------
(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 8.01. Other Events
On September 19, 2005, Valley Forge Scientific Corp. ("Valley Forge") and
Synergetics, Inc. ("Synergetics") jointly announced that, on September 16, 2005,
the shareholders of Synergetics approved a proposal to approve the Agreement and
Plan of Merger, dated May 2, 2005, as subsequently amended, by and among Valley
Forge, Synergetics Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Valley Forge, and Synergetics, and the merger of
Synergetics Acquisition Corporation with and into Synergetics (the "Merger"). On
September 19, 2005, Valley Forge and Synergetics jointly issued a press release
announcing the approval of the Merger by Synergetics shareholders, a copy of
which is attached as Exhibit 99.1 and is incorporated by reference into this
Item 8.01.
In addition, on September 19, 2005, Valley Forge and Synergetics jointly
announced that, on September 19, 2005, the shareholders of Valley Forge approved
the following: (i) the issuance of 15,973,912 shares of Valley Forge Common
Stock in connection with the Merger; (ii) the election of seven directors to
serve after the consummation of the Merger; and (iii) all other proposals voted
upon at the Valley Forge Annual Meeting of Shareholders, including all of the
proposals that are conditions to the consummation of the Merger. On September
19, 2005, Valley Forge and Synergetics jointly issued a press release announcing
the approval of these proposals by Valley Forge shareholders, a copy of which is
attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated September 19, 2005, announcing the
results of the Synergetics 2005 Special Meeting of
Shareholders held on September 16, 2005.
99.2 Press Release, dated September 19, 2005, announcing the
results of the Valley Forge 2005 Annual Meeting of
Shareholders held on September 19, 2005.
SIGNATURES
----------
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: September 19, 2005
VALLEY FORGE SCIENTIFIC CORP
By: /s/ JERRY L. MALIS
---------------------------------
Jerry L. Malis, President and
Chief Executive Officer
Exhibit Index
Exhibit No. Description
----------- -----------
99.1 Press Release, dated September 19, 2005,
announcing the results of the
Synergetics 2005 Special Meeting of
Shareholders held on September 16, 2005.
99.2 Press Release, dated September 19, 2005,
announcing the results of the Valley
Forge 2005 Annual Meeting of
Shareholders held on September 19, 2005.