UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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
1, 2008 |
|
CTI
INDUSTRIES CORPORATION
|
|
(Exact
name of registrant as specified in its
charter)
|
| Illinois |
|
0-23115 |
|
36-2848943 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| |
|
|
|
|
| 22160
North Pepper Road, Barrington, IL |
|
60010 |
|
(Address
of principal executive
offices)
|
|
(Zip Code) |
| Date
of
Report (Date of earliest event reported): |
(847)
382-1000 |
|
N/A
|
|
(Former
name or former address, if changed since
last report.)
|
Check
the
appropriate box below if the Form 8-K 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 (17CFR 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)) |
Item
No. 1.01 - Entry into a Material Definitive Agreement
This
Form
8-K/A is being filed to amend a Form 8-K filed with the Securities and Exchange
Commission on February 6, 2008. On February 1, 2008, Registrant entered into
a
Supply and License Agreement (“Agreement”) with S.C. Johnson & Son, Inc.
(“SC Johnson”), a copy of which was filed as Exhibit 10.1 to the Form 8-K filed
on February 6, 2008, with confidential information redacted from portion of
the
Agreement. The Agreement is attached to this Form 8-K/A with additional portions
of the Agreement included, which were previously redacted.
The
Agreement provides for Registrant to manufacture and sell to SC Johnson, or
its
designee, certain home food management products to be sold under the ZipLoc®
name. The Agreement is for an initial term expiring on June 30, 2011 and
provides for two renewal terms of two years each, at the option of SC Johnson.
The Agreement does not include a commitment on the part of SC Johnson to
purchase any specific quantities of the Products.
The
Agreement includes various representations and warranties, and covenants, on
the
part of both parties, provisions for termination on default, provisions under
which SC Johnson may receive a non-exclusive license under certain patent rights
of Registrant, and provisions regarding joint improvements developed by the
parties. Further, Registrant has agreed that, during the term of the Agreement,
Registrant will not manufacture or sell, or license, the products covered by
the
Agreement terms to anyone other than Johnson, excepting Registrant’s ZipVac™
line of products and certain storage bags.
Item
No. 9.01 - Exhibit
The
following exhibit, which contains additional information previously withheld
as
confidential information, is attached hereto:
| |
Exhibit No. |
Exhibit |
| |
|
|
| |
10.1 |
Supply and License
Agreement* |
*Registrant
has requested confidential treatment with respect to portions of this exhibit
and redacted such portions from the attached Exhibit. The locations in the
Exhibit of the redacted portions are indicated by an asterisk. In the event
that
the Securities and Exchange Commission should deny such request in whole or
in
part, such exhibit or the relevant portions thereof shall be filed by amendment
to this Current Report on Form 8-K/A.
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.
| |
|
|
| |
CTI
Industries Corporation
(Registrant)
|
|
|
|
| Date:
February 19, 2008 |
By: |
/s/
Stephen M. Merrick |
| |
Stephen
M. Merrick |
| |
Executive
Vice
President |