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: November 5, 2008
VYTA CORP
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(Exact name of registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
370 17TH STREET, SUITE 3640, DENVER, COLORADO 80202
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(Address of Principal Executive Offices) (Zip Code)
(303) 592-1010
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Registrant's telephone number, including area code
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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:
[ ] 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))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On October 31, 2008 ("the Closing Date"), Vyta Corp ("the Company") and BioAgra,
LLC ("BioAgra") entered into an Agreement with Justin Holdings, Inc. ("Justin
Holdings") and Neal Bartoletta ("Mr. Bartoletta") to transfer the 50% equity
interest in BioAgra held by Justin Holdings to the Company.
In August 2005, the Company acquired a 50% equity interest in BioAgra, LLC for
$1,500,000 cash. As a result of the transfer, the Company now owns 100% of the
equity in BioAgra. Prior to the transfer of Justin Holdings' equity interest in
BioAgra, the Company had accounted for its interest using the equity method. As
a result of the transfer, BioAgra has become a wholly-owned subsidiary of the
Company.
In addition to the transfer of the equity interest to the Company, Mr.
Bartoletta, a Manager, President and Chief Executive Officer of BioAgra has
resigned as both a Manager and President and Chief Executive Officer of BioAgra.
Mr. Paul Metzinger is now the sole Manager and the President and Chief Executive
Officer of BioAgra. Mr. Metzinger, serves as the Chief Financial Officer of
BioAgra and is an officer and director of the Company.
Mr. Bartoletta will receive a monthly payment of $6,000, with payments
commencing on the first of the month immediately following the closing and
continuing for a period of sixty (60) months from the closing. Mr. Bartoletta
has agreed to serve as a consultant to BioAgra for a period of five (5) years
from the Closing Date, Bartoletta shall be available to BioAgra on an as needed
basis, for up to a maximum of ten (10) hours per week, to provide advice to, and
consult with, BioAgra concerning its business and relationship with its
employees, contractors, vendors and customers.
Justin Holdings is to receive ten percent (10%) of all Profits generated by
BioAgra, until a maximum aggregate payment to Justin Holdings of $500,000 has
been paid. The payments are to be made on an annual basis.
BioAgra is engaged in the production, marketing and sale of Agrastim(R), a
natural, non-toxic purified beta-1,3/1,6-D glucan feed additive used to replace
growth promotion antibiotics that are currently in use in the animal feed
industry.
On November 5, 2008, the Company issued a press release announcing the signing
of the Agreement. The text of the press release is attached herewith as Exhibit
99.1.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS. To be filed by amendment.
(C) EXHIBITS. The following is a complete list of exhibits filed as part
of this Report. Exhibit numbers correspond to the numbers in the
exhibit table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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10.1 Agreement by and between Vyta Corp, BioAgra, LLC,
Justin Holdings, Inc. and Neal Bartoletta, dated
October 31, 2008*
99.1 Press Release, dated November 5, 2008*
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*Filed herewith
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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.
VYTA CORP
By: /s/ Paul H. Metzinger
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Paul H. Metzinger, President and Chief
Executive Officer
Date: November 5, 2008
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