UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CITYPLACEWASHINGTON, STATED.C. POSTALCODE20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 26, 2008 (JUNE 20, 2008)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
STEM CELL THERAPY INTERNATIONAL, INC
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-51931 88-0374180
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
203 N. LOIS AVENUE, 9TH FLOOR, TAMPA, FL 33607
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(813) 600-4088
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
N/A
(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to Histostem Agreement
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On June 19, 2008, Stem Cell Therapy International, Inc., a Nevada corporation
("SCII"), entered into an Amendment No. 2 (the "Amendment") to the
Reorganization and Stock Purchase Agreement (the "Agreement") with Histostem
Co., Ltd., a Korean company ("Histostem Korea") originally executed on March 10,
2008.
In accordance with the terms of the Amendment, SCII and Histostem Korea issued
and delivered shares reflecting the acquisition of Histostem Korea into Escrow
by SCII pending resolution of outstanding litigation between Histostem Korea and
Histostem, Inc. (a United States corporation unrelated to Histostem) ("Histostem
USA"). This essentially effectuates an immediate closing of the Histostem Korea
acquisition previously reported. In the Amendment the parties also agreed to
complete a one for three reverse stock split of SCII's common stock. That
reverse stock split will be completed after filing, mailing and completion of a
14C Information Statement to the SCII shareholders and appropriate notice and
filings with the NASD.
The foregoing is qualified by its entirety by the precise terms of the Amendment
which is attached hereto as Exhibit 10.38.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective June 26, 2008, in connection with closing the Histostem Korea
acquisition, and in furtherance of the change of management as part of the
acquisition closing between SCII and Histostem Korea creating the newly formed
entity entitled Amstem International Corp., Calvin Cao announced his resignation
as Chairman of the Board and Chief Executive Officer of SCII. The resignation
was intended to facilitate the appointment by the newly formed company of its
own management team. In the interim, David Stark will continue to act as the
Company's President, Andrew J. Norstrud will continue to act as the Company's
Chief Financial Officer and Lixian Jiang will continue to act as the Company's
Chief Operating Officer. Upon termination of the escrow, additional officers
and directors designated by Histostem Korea will be appointed.
In connection with his resignation, Mr. Cao did not advise the company of any
disagreement with SCII's operations, policies or practices.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.38 Amendment No. 2 to the Reorganization and Stock Purchase Agreement between
Stem Cell Therapy International, Inc., and Histostem Co., Ltd.
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.
STEM CELL THERAPY INTERNATIONAL, INC.
(Registrant)
Dated: June 26, 2008 By: /s/Calvin Cao
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Calvin Cao
Chief Executive Officer