UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): April 4, 2005
CRDENTIA CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-31152 76-0585701
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
14114 Dallas Parkway, Suite 600
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
(972) 850-0780
(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 (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 1.02 Termination of a Material Definitive Agreement.
On April 4, 2005 we, Crdentia Corp., CRDE Corp., a wholly-owned subsidiary
of Crdentia Corp., and the shareholders of Healthcare Innovations Private
Services, Inc., mutually agreed to terminate that certain Agreement and Plan of
Reorganization, dated as of November 14, 2004 (the "Merger Agreement"), which
agreement was reported by Crdentia Corp. in a current report on Form 8-K filed
on November 15, 2004. Upon the terms and subject to the conditions of the
Agreement, HCI Holding Corporation, the prospective parent of Healthcare
Innovations Private Services, Inc., would have merged with and into CRDE Corp.,
and CRDE Corp. would have survived the merger as a subsidiary of Crdentia Corp.,
in exchange for aggregate merger consideration consisting of (i) $9,000,000 in
cash paid to HCI Holding Corporation at closing, and (ii) a number of shares of
our common stock having an aggregate market value of $19,000,000.
The parties determined that terminating the Merger Agreement was in the
best interests of each of the constituent corporations and their shareholders.
There were no penalties incurred by the parties in connection with the
termination.
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.
CRDENTIA CORP.
April 7, 2005 By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer