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
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Date
of Report (Date of earliest event reported)
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March
20, 2009
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ENCISION
INC.
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(Exact
name of registrant as specified in its
charter)
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Colorado
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0-28604
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84-1162056
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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6797
Winchester Circle, Boulder, Colorado
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80301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(303)
444-2600
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(Former
name or former address, if changed since last
report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On March 20, 2009, Encision Inc.
(“Encision”) and Caldera Medical, Inc. (“Caldera”) entered into a Representation
Agreement (the “Agreement”), whereby Encision will use its sales employees to
sell certain of Caldera’s products to physicians and
hospitals. Caldera will pay Encision commissions on such sales
pursuant to the terms of the Agreement.
The Agreement commenced on April 1,
2009 and will continue in effect until April 1, 2012, subject to early
termination as provided in the Agreement. Caldera may, upon 45 days
written notice to Encision, terminate the Agreement in the event that Encision
fails to achieve a stated percentage of the quarterly sales
forecast. Either party may terminate the Agreement for any reason
with 30 days written notice to the other party or upon a material breach by the
other party that remains uncured within a certain period. Upon the
termination of the Agreement, Encision will be entitled to receive commissions
for sales received by Caldera prior to the termination date and paid by the
customers within a certain time period.
Caldera will pay Encision commissions
on all sales to pre-approved target accounts and customers that are accepted and
fulfilled by Caldera. In connection with Encision’s sales of Caledera
products, Encision will provide certain required in-service and customer
service, as needed, but will not be responsible for warranty issues, regulatory
requirements, or certain training activities with respect to such
products. Caldera is required to indemnify Encision against losses
relating to product performance, patent infringement claims, breach of the
Agreement by Caldera, or any act, negligence, default or omission of Caldera or
any of its employees or representatives.
Pursuant to the Agreement, Encision and
its employees are subject to confidentiality, non-competition and
non-solicitation obligations, and Encision is required to indemnify Caldera for
losses relating to a breach of the Agreement by Encision or any act, negligence,
default or omission of Encision or any of its employees or
representatives.
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.
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ENCISION
INC.
(Registrant)
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Date
March 25
, 2009
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/s/ Marcia K. McHaffie | ||
| Marcia K. McHaffie | |||
| Controller | |||
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Principal
Accounting Officer
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