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) March 31, 2006
ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 227-7168
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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.)
|_| 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 25, 2006, James Sharpe resigned as a member of the Board of
Directors, Chief Executive Officer and President of Astralis Ltd. (the
"Registrant"), pursuant to a Separation Agreement and General Release, by and
between the Registrant and Mr. Sharpe. The Separation Agreement and General
Release is attached hereto as an exhibit. Mr. Sharpe, whose resignation was
effective as of December 31, 2005, did not resign due to a disagreement with the
Registrant on any matter relating to the Registrant's operations. Michael
Garone, the Registrant's Chief Financial Officer, currently is serving as the
Registrant's interim Chief Executive Office and President until the Registrant's
Board of Directors elects a new Chief Executive Officer and President to replace
Mr. Sharpe.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
10.1 Separation Agreement and General Release, dated
January 25, 2006, by and between James Sharpe and
the Registrant.
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.
ASTRALIS LTD.
Date: March 31, 2006 By: /s/ Michael Garone
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Michael Garone
Chief Financial Officer and
Interim President
EXHIBIT INDEX
Exhibit No. Description
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10.1 Separation Agreement and General Release, dated January 25, by
and between James Sharpe and the Registrant.