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): September 15, 2003
CRDENTIA CORP.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-31152 76-0585701
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
455 Market Street, Suite 1220, San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
(415) 543-1535
(Registrant's telephone number, including area code)
____________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On September 15, 2003, we, Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation, a wholly owned subsidiary of Crdentia Corp., and the
shareholders of New Age Staffing, Inc. entered into an Agreement and Plan of
Reorganization. Upon the terms and subject to the conditions in the merger
agreement, New Age Staffing, Inc. will be merged with and into NAS Acquisition
Corporation, and NAS Acquisition Corporation will be renamed "New Age Staffing,
Inc." at the closing of the merger and will survive the merger as a subsidiary
of Crdentia Corp.
The transaction, which is expected to close on September 17, 2003, has
been approved by our board of directors and the board of directors and the
shareholders of New Age Staffing, Inc. The closing of the transaction is
subject to customary closing conditions.
Upon completion of the merger, all outstanding shares of capital stock
of New Age Staffing, Inc. will be exchanged for aggregate consideration equal to
6,884,614 shares of Crdentia Corp. common stock and $2,050,000 in cash, $400,000
of which shall be paid on the closing date, $265,000 of which shall be paid on
or prior to October 15, 2003, $332,500 of which shall be paid on or before 180
days from the closing date, $332,500 of which shall be paid on or before the
first anniversary of the closing date, $360,000 of which shall be paid on the
first anniversary of the closing date and $360,000 of which shall be paid on
the second anniversary of the closing date.
The description of the transaction set forth above is qualified in its
entirety by reference to the merger agreement filed with this current report as
Exhibit 2.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated as of September 15,
2003, by and among Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation and the shareholders of New Age Staffing,
Inc. (the "Merger Agreement"). Certain schedules and exhibits
referenced in the Merger Agreement have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has caused this report on Form 8-K to be signed on its behalf by
the undersigned thereunto duly authorized.
CRDENTIA CORP.
Date : September 16, 2003
/S/ LAWRENCE M. DAVIS
By: Lawrence M. Davis, Chief Financial
Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Reorganization, dated as of September 15,
2003, by and among Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation and the shareholders of New Age Staffing,
Inc. (the "Merger Agreement"). Certain schedules and exhibits
referenced in the Merger Agreement have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request.
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