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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April
3, 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 Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o 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 April 3, 2009, Encision Inc.
(“Encision”) and Intuitive Surgical Inc. (“Intuitive”) entered into a
Manufacturing, Supply, and License Agreement (the “Agreement”), effective March
30, 2009, whereby Intuitive will, on a non-exclusive basis, purchase and use
certain of Encision’s AEM technology products (the “Products”) with Intuitive
Surgical’s da Vinci® Surgical Systems.
The Agreement will continue in effect
until March 30, 2014, subject to early termination as provided in the
Agreement. After the five-year initial term, the Agreement will
automatically renew for additional two-year periods, unless either party
delivers a notice of non-renewal at least six months before the expiration of
the then-current term.
Either party may terminate the
Agreement by delivering written notice to the other party (a) upon a material
breach by the other party that remains uncured within a certain period; (b) if
the other party experiences certain bankruptcy events; (c) if Encision violates
the anti-assignment provision in the Agreement; (d) if Encision is unable or
unwilling to supply the Products under the terms of the Agreement; or (e) if the
parties fail to agree on the pricing for the Products. In addition,
Intuitive may, upon written notice, terminate the Agreement in the event that a
delay in the delivery of the Products pursuant to the Agreement continues for
more than 18 days. Upon the termination or expiration of the Agreement, Encision
may be obligated to manufacture and deliver a certain amount of additional
Products to Intuitive or may otherwise be obligated to license to Intuitive
certain of its intellectual property for the manufacture of the Products ordered
by Intuitive after such termination or expiration.
The parties intend for Encision to make
a certain gross margin on its sales of the Products to Intuitive under the
Agreement. Intuitive will also pay Encision a one-time license fee and the
development costs associated with an Intuitive branded cord
product. Encision is required to maintain quality systems in
compliance with certain regulatory requirements and maintain commercial general
liability insurance coverage, including coverage for contractual liability,
product liability, personal injury and bodily injury, throughout the term of the
Agreement.
Pursuant to the Agreement, Encision
grants to Intuitive certain non-exclusive, royalty-free licenses to use, sell,
import and export the Products, licensed patents and inventions for a defined
purpose and within a defined field of use. Intuitive grants to
Encision an exclusive, royalty-free license to use outside of the defined field
of use any inventions made jointly between Encision and Intuitive under the
Agreement.
Encision is required to indemnify
Intuitive against losses relating to Encision’s breach of the Agreement, its
negligence or willful misconduct, or the infringement by any of the Products of
a third party’s intellectual property rights. Intuitive is required
to indemnify Encision against losses relating to Intuitive’s breach of the
Agreement, its negligence or willful misconduct, or any of Intuitive’s
activities beyond or outside of the purpose of the
Agreement. Encision and Intuitive are subject to mutual
confidentiality obligations with respect to the Agreement and the other party’s
proprietary information.
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.
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(Registrant)
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Date
April
9, 2009
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/s/Marcia
K. McHaffie
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Marcia
K. McHaffie
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Controller
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Principal
Accounting Officer
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