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: March 5, 2007
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 (IRS Employer
of incorporation) File 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))
[ ] P re-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 2, 2007 (the "Issue Date"), in a private placement transaction,
exempt from registration under the Securities Act of 1933, as amended (the "1933
Act") pursuant to Section 4(2) of the 1933 Act and Regulation D promulgated
thereunder, Vyta Corp (the "Company") issued to Arizcan Properties, Ltd.
("Arizcan") a total of 500,000 shares of its newly designated Series A
Nonconvertible Preferred Stock (the "Series A Nonconvertible Preferred Stock"),
par value $0.0001 per share for a total purchase price of $500,000, in cash. The
Series A Preferred Stock was paid for in full on the Issue Date.
The terms of the Series A Nonconvertible Preferred Stock, including but not
limited to its rights and preferences, are as set forth in the Certificate of
Designation of Series A Nonconvertible Preferred Stock attached as an exhibit to
this report, and is incorporated by reference herein. The shares are not
convertible into the Company's common stock. The Company does have a right to
redeem the Series A Nonconvertible Preferred Stock 10 years after the Issue
Date.
In addition, to the purchase of the Series A Nonconvertible Preferred
Stock, Arizcan purchased a warrant exercisable for 6,000,000 shares of the
Company's common stock (the "Warrant"). The Warrant was purchased for cash of
$251,900, and was fully paid for on the Issue Date. The Warrant has an exercise
price of $0.50 per share and provides for a cashless exercise. The Warrant has a
term of 5 years and will expire on March 2, 2012.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The information provided in Item 3.02 of this Current Report is
incorporated herein by reference. As a result of the issuance of the Series A
Nonconvertible Preferred Stock to Arizcan, as described in response to Item 3.02
of this Report, a change in control of the Company has occurred.
The Series A Nonconvertible Preferred Stock votes as a single class with
the Common Stock of the Company, with the shares of Series A Nonconvertible
Preferred stock, as a class, having the votes and the voting power that at all
times is greater by 1% than the combined votes and voting power of all other
classes of securities entitled to vote on any matter. As a result, as of the
Issue Date, Arizcan acquired approximately 51% of the voting power of the
Company. Prior to the Issue Date, Arizcan held approximately 7,662,631 shares
of the Company's common stock. On a fully diluted basis, Arizcan would have
approximately, 89% of the voting power of the Company as of the Issue Date.
Arizcan is wholly owned by Triumphant Partners, LLC, a Colorado limited
liability company that is owned by Stan Richards.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(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-B.
EXHIBIT NO. DESCRIPTION
4.01 Certificate of Designation of Series A Nonconvertible Preferred
Stock*
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*Filed herewith
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: March 6, 2007