UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K/A
(Amendment #1)
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 23, 2003
CRDENTIA CORP.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-31152 76-0585701
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
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 2. Acquisition or Disposition of Assets.
On September 22, 2003, we, Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation, a wholly owned subsidiary of Crdentia, and the
shareholders of New Age Staffing consummated the merger of New Age
Staffing with and into NAS Acquisition Corporation pursuant to the
terms of the Agreement and Plan of Reorganization dated September 15,
2003.
We hereby amend Item 7 of our current report filed on Form 8-K on October
6, 2003 for the purpose of providing more current information regarding
the appraised value of the intangible assets acquired in the above-
referenced merger. In the footnotes to the pro forma combined condensed
statements of operations contained in that report, we stated that the
preliminary purchase price allocation for New Age Staffing, Inc. would
be subject to revision as more detailed analysis would be completed and
additional information on the fair values of New Age Staffing, Inc.'s
assets and liabilities became available. Any change in the fair value
of the net assets of New Age Staffing, Inc. would change the amount of
the purchase price allocable to goodwill. Since the issuance of that
report, we have been made aware of circumstances that have materially
changed our original estimates. The pro forma statements included
herein have been adjusted to reflect these circumstances.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of New Age Staffing required to be filed pursuant
to Item 7(a) of Form 8-K are attached hereto as Exhibit 99.2,
(b) Pro Forma Financial Statements.
The pro forma financial information required to be filed pursuant to Item
7(b) of Form 8-K is attached hereto as Exhibit 99.3 and are amended to
reflect the latest information available to us regarding the fair value
of the assets and liabilities of New Age Staffing, Inc.
(c) Exhibits.
2.1 (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.
99.1 Financial Statements of New Age Staffing, Inc.
99.2 Pro Forma Financial Information for New Age Staffing, Inc.
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(1) Previously filed as Exhibit 2.1 to the Form 8-K filed with the Securities
and Exchange Commission on September 16, 2003 and incorporated
herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report on Form 8-K/A to be signed
on its behalf by the undersigned thereunto duly authorized.
CRDENTIA CORP.
Date : October 20, 2003
/S/ LAWRENCE M. DAVIS
By: Lawrence M. Davis,
Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1(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.
99.1 Financial Statements of New Age Staffing, Inc.
99.2 Pro Forma Financial Information for New Age Staffing, Inc.
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(1) Previously filed as Exhibit 2.1 to the Form 8-K filed with
the Securities and Exchange Commission on September 16, 2003
and incorporated herein by reference.