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: September 15, 2008
VYTA CORP
-----------------------------
(Exact name of registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
------------------------------- ---------------- ---------------------------
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
370 17TH STREET, SUITE 3640, DENVER, COLORADO 80202
-----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(303) 592-1010
-------------------------------------
Registrant's telephone number, including area code
-----------------------------------------------------
(Former name or former address, if changed since last report)
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))
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On September 18, 2008, the Registrant issued a press release announcing the
filing of collection and foreclosure proceedings. The text of the press release
is attached herewith as Exhibit 99.1.
SECTION 8 - OTHER EVENTS
ITEM 8 - OTHER EVENTS
During the year ended June 30, 2006, Vyta Corp (the Company) loaned to its 50%
equity investment BioAgra, LLC (BioAgra) $1,686,570 through a series of secured,
7.5% promissory notes, which were due over the period from June 30 through
October 31, 2006. On June 26, 2006, the Company agreed to combine all of the
promissory notes and accrued interest of $40,257 into a $1,726,827 secured, 7.5%
promissory note with payments to be made monthly starting October 31, 2006,
through October 31, 2007. The funds were loaned to facilitate BioAgra's
completion of its first production line and to support operations. The
promissory note is collateralized by all BioAgra assets. Additionally, the
promissory note is to be paid in full prior to any distributions being made to
the members of the BioAgra joint venture.
During the year ended June 30, 2007, the Company advanced an additional
$1,182,784 to BioAgra. During the nine months ended March 31, 2008, the Company
advanced an additional $750,074 to BioAgra at 7.5% interest. In October 2007,
the Company executed a second, 7.5% promissory note for $1,182,784 with BioAgra
with the same terms as the note above, but the note did not provide for
scheduled payments. On March 31, 2008, the Company executed a third, 7.5%
promissory note for $486,939 with BioAgra with the same terms as the note above,
but did not provide for scheduled payments. On July 14, 2008, BioAgra executed a
fourth 7.5% promissory note for $195,164, with BioAgra with the same terms as
above, but the note did not provide for scheduled payments. The Company has
classified these notes receivable as non-current assets on its balance sheet and
is not accruing interest on these notes receivable, as they are currently in
default and non-performing.
On September 15, 2008, the Company filed collection and foreclosure proceedings
against BioAgra in the City and County Court of Denver, Colorado. The collection
and foreclosure proceedings are directly related to principal and accrued
interest of approximately $4,001,769 in loans advanced to BioAgra, including the
-2-
$3,963,982 loaned through a series of secured promissory notes, and an
additional $37,787.96 for open advances not represented by a promissory note.
Upon the successful conclusion of the litigation, the Company intends to be the
sole holder of the assets of BioAgra and plans to continue the operations of
BioAgra, manufacturing and the marketing of the AgraStrim product.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
-------------------- ----------------------------------------
99.1 Press Release, dated September 18, 2008*
--------------------
*Filed herewith
-3-
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.
VYTA CORP
By: /s/ Paul H. Metzinger
--------------------------------------------------
Paul H. Metzinger, President and Chief Executive Officer
Date: September 18, 2008
-4-