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
May 8, 2006 (Date of earliest event reported) Commission file number: 0-23329
Charles & Colvard, Ltd.
(Exact name of registrant as specified in its charter)
| North Carolina | 56-1928817 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
300 Perimeter Park Drive, Suite A
Morrisville, North Carolina 27560
(Address of principal executive offices)
(Zip code)
(919) 468-0399
(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 (see General Instruction A.2. below):
| ¨ | 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 May 8, 2006, Charles & Colvard, Ltd. (the “Company”) executed a letter agreement dated April 25, 2006 (the “New Letter Agreement”) with Stuller, Inc. (“Stuller”) that replaced the January 20, 2005 letter agreement (filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2005 as exhibit 10.70 to the Current Report on Form 8-K) and further amended the letter agreement dated March 16, 2000 (filed with the SEC on March 27, 2000 as exhibit 10.40 to the Annual Report on Form 10-K). Pursuant to its terms, the New Letter Agreement became effective upon the Company’s execution of the New Letter Agreement on May 8, 2006.
The New Letter Agreement provides that Stuller has the right to sell moissanite in North America from May 8, 2006 until December 31, 2006. Pursuant to the New Letter Agreement, the Company agreed not to appoint any additional distributors for the loose moissanite jewel for the same territory during calendar year 2006. The Company also agreed to, among other things, (i) fund certain pre-approved advertising and promotional activities submitted to the Company by Stuller; (ii) provide quarterly stock rebalancing, subject to certain limitations; and (iii) provide Stuller personnel with certain training regarding marketing and product strategy. Stuller in turn agreed to, among other things, comply with the Company’s Minimum Advertised Price and brand identity guidelines. The Company and Stuller also agreed to work together on certain sales and marketing initiatives designed to foster interest in moissanite. Further, the New Letter Agreement contains pricing schedules that set out the prices to be charged to Stuller for certain size, quality, shapes and/or volume of Charles & Colvard created moissanite jewels.
The description of the New Letter Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the copy of the New Letter Agreement filed as Exhibit 10.91 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 10.91 | Letter Agreement, effective May 8, 2006, between Stuller, Inc. and Charles & Colvard, Ltd.* |
| * | Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended. |
SIGNATURE
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.
| Charles & Colvard, Ltd. | ||
| By: | /s/ James R. Braun | |
| James R. Braun | ||
| Vice President of Finance | ||
| & Chief Financial Officer | ||
Date: May 12, 2006
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| Exhibit 10.91 | Letter Agreement, effective May 8, 2006, between Stuller, Inc. and Charles & Colvard, Ltd.* |
| * | Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended. |