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): June 2, 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)
136 Green Tree Road, Suite 100 Oaks, Pennsylvania 19456
-------------------------------------------------------
(Address of principal executive offices)
(610) 666-7500
----------------------------------------------------
(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 1.01 Entry into a Material Definitive Agreement
On June 2, 2005, Valley Forge Scientific Corp. ("Valley Forge"), Synergetics
Acquisition Corporation, a wholly-owned subsidiary of Valley Forge, and
Synergetics, Inc. entered into Amendment No. 1 to the Agreement and Plan of
Merger, which was originally entered into on May 2, 2005 ("Amendment No. 1").
Under Amendment No. 1 the parties amended the definition of "Requisite Valley
Forge Stockholder Approval." A copy of Amendment No. 1 is set forth in Exhibit
2.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Amendment No.1 to the Agreement and Plan of Merger dated June
2, 2005 between Valley Forge Scientific Corp. and Synergetics
Acquisition Corporation and Synergetics, Inc.
2
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: June 3, 2005
VALLEY FORGE SCIENTIFIC CORP
By: /s/ JERRY L. MALIS
---------------------------------
Jerry L. Malis, President and
Chief Executive Officer
3