UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 17, 2005
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ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its Charter)
Michigan 000-230-661 38-3317208
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30142 Wixom Road, Michigan 48334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 960-9009
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Not applicable
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(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 (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 (17CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[X] 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 October 17, 2005, Rockwell Medical Technologies, Inc. ("Rockwell")
entered into a Warrant Agreement (the "Warrant Agreement") with American Stock
Transfer & Trust Company ("American Stock"). The Warrant Agreement provides for
American Stock to act as the transfer agent for the exercise of warrants
pursuant to common share purchase warrants with an exercise price of $3.90 with
an expiration date of January 26, 2006.
American Stock is also a party to a Warrant Agreement (the "Old Warrant
Agreement") among Rockwell, American Stock, as Warrant Agent, and Mason Hill &
Co., Inc. and J.W. Barclay & Co., Inc., as Underwriters, incorporated by
reference to Exhibit 4.1 to Rockwell's Registration Statement on Form SB-2,
File No. 333-31991, initially filed on July 27, 1997. There is no material
relationship between Rockwell and American Stock other than in respect of the
Warrant Agreement and the Old Warrant Agreement.
The foregoing description is qualified in its entirety by reference to the
Warrant Agreement, a copy of which is filed herewith as Exhibit 4.1 and is
hereby incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On October 20, 2005, Rockwell issued a press release describing its offer
to exchange Common Share Purchase Warrants with an exercise price of $3.90
expiring January 26, 2006 of Rockwell for validly tendered and accepted
outstanding Common Share Purchase Warrants with an exercise price of $4.50
expiring January 26, 2006 of Rockwell.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Form 8-K:
Exhibit Description
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4.1 Warrant Agreement between Rockwell and American Stock
Transfer & Trust Company, as Warrant Agent.
99.1 Press release dated October 20, 2005 issued by Rockwell.
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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.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
Date: October 20, 2005 By: /s/ Robert L. Chioini
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Robert L. Chioini
President and Chief Executive Officer
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Exhbit Index
Exhibit Description
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4.1 Warrant Agreement between Rockwell and American Stock Transfer & Trust
Company, as Warrant Agent.
99.1 Press release dated October 20, 2005 issued by Rockwell.
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