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
(Date of Earliest Event Reported): Commission File Number:
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July 14, 2009 0-17449
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PROCYON CORPORATION
(Exact name of Registrant as specified in its charter)
Colorado 59-3280822
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(State of incorporation) (I.R.S. Employer
Identification Number)
1300 S. HIGHLAND
CLEARWATER, FL 33756
(727) 447-2998
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(Address of principal
executive
offices and telephone number)
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.
Effective July 31, 2009, Procyon Corporation's (the "Company")
wholly-owned subsidiary, Sirius Medical Supply, Inc. ("Sirius Medical"), entered
into an Asset Purchase Agreement with Priority Diabetes Supply, Inc., a Florida
corporation, doing business as Diabetes Wellness Supply ("Priority Diabetes").
The Asset Purchase Agreement was approved by Sirius Medical's board of directors
on July 30, 2009 and by the Company, as sole shareholder of Sirius Medical, by
the Company's board approval on July 30, 2009.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As reported above, and incorporated herein, effective July 31, 2009,
the Company's wholly-owned subsidiary, Sirius Medical, entered into an Asset
Purchase Agreement with Priority Diabetes, which is attached as Exhibit 99.1 and
incorporated herein by this reference. Under the terms of the Agreement, which
is attached hereto as Exhibit 99.1 and incorporated by this reference, Sirius
Medical will sell certain assets to Priority Diabetes, consisting primarily of
Sirius Medical's lists of diabetic customers. The purchase price is $225 per
customer, with $80,000 being paid at the time of closing and potential upward or
downward adjustments to be made within 180 days of closing. The closing of the
Asset Purchase Agreement occurred on July 31, 2009. No material relationship
exists between the Company, Sirius Medical and their respective affiliates, on
the one hand, and Priority Diabetes, and its affiliates, on the other hand.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2009, Alan C. Crane, a director of the Company since 1995,
tendered his resignation for personal reasons to the board of directors, which
regretfully accepted his resignation. Mr. Crane's resignation was not due to any
disagreement with the Company or its board of directors on any matter relating
to the Company's operations, policies or practices. At the time of his
resignation from the board, Mr. Crane was also a member of the Ethics Committee
of the board of directors, and therefore, effectively resigned from that
committee as well.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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99.1 Asset Purchase Agreement, dated July 31, 2009.
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.
Date: July 31, 2009. Procyon Corporation
By: /s/ Regina W. Anderson
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Regina W. Anderson,
Chief Executive Officer