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): October 13, 2005
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16375 94-3018487
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive offices) (Zip Code)
(916) 858-5100
(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 (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))
Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement
On October 13, 2005, ThermoGenesis Corp. ("TGC") entered into an
International Distribution Agreement (the "Agreement") with Amersham Biosciences
AB, a GE Healthcare company headquartered in Sweden ("GEHC"). Under the
Agreement, GEHC will become the exclusive worldwide distributor and service
provider of TGC's Auto Xpress(TM) System and BioArchive(R) System. TGC will
receive from GEHC non-recurring fees for distribution and service rights, and
technology access in consideration for rights granted under the Agreement. GEHC
will purchase products from TGC to distribute and service. On an annual basis,
if certain sales projections are exceeded, the purchase price GEHC will pay for
TGC products will be increased with respect to such excess sales. The Agreement
has an initial expiration date of December 31, 2010, but will be renewed for
additional 2 year periods unless terminated by one of the parties 12 months
prior to the end of the then current term. TGC agrees to retain certain
employees to provide sales and technical support for the products for a period
of 27 months. The Agreement requires GEHC to purchase minimum quantities of
products each year for re-sale and distribution. The foregoing is qualified in
its entirety by the International Distribution Agreement. For more information,
see the Agreement attached as Exhibit 10.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
10 International Distribution Agreement between
ThermoGenesis Corp. and Amersham Biosciences
AB dated October 13, 2005
SIGNATURE
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.
THERMOGENESIS CORP.,
a Delaware Corporation
Dated: October 18, 2005 /s/ Matthew Plavan
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Matthew Plavan,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
10 International Distribution Agreement between
ThermoGenesis Corp. and Amersham Biosciences
AB dated October 13, 2005