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): August 30, 2011
Forward Industries, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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New York
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000-6669
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13-1950672
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3110 Main
Street, Suite 400
Santa Monica, CA
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310)
526-3005
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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 follow 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
Material Definitive Agreement
On August 30, 2011, the Company entered into a Memorandum of
Understanding (MOU) with G-Form LLC, a manufacturer of consumer and athletic
products incorporating proprietary extreme protective technology. The MOU
contemplates that the Company will launch new distinctive Forward branded
products utilizing the licensed technology for sale to consumer electronics
retailers, original equipment manufacturers and other business to business
channels other than sport related or lifestyle stores and military or military
channels. Prior to launch of its own products, the Company may sell current
G-Form branded electronic protection products in its markets.
Under the MOU, the Company is granted the exclusive right to use
G-Forms protective technology in Forwards territory, subject to meeting
certain minimum annual sales levels (or at the Companys option, the making of
royalty payments at corresponding levels) commencing with the twelve-month
period after shipment of the first licensed product, with the minimum levels
increasing in subsequent years. G-Form has the right to continue to sell its
own branded products subject, in the case of sales to U.S. consumer electronics
retailers, to a credit against the Companys royalty obligations.
The Company has agreed to pay G-Form a $500,000 advance against
the first years royalties to be offset by cancellation of the $490,000 of
loans made by the Company to G-Form in its capacity as prospective joint
venture partner as previously disclosed in the Companys most recent Quarterly
Report on Form 10-Q. The MOU is a binding agreement but the parties have
agreed to use commercially reasonable efforts to replace the MOU with a mutually
agreeable long-form license agreement reflecting the terms of the MOU and other
customary terms and conditions.
Item 9.01.
Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release
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Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1995) that are subject to risks and uncertainties. Actual results may differ
substantially from those expressed or implied in such forward-looking
statements due to a number of factors. Readers are cautioned that all
forward-looking statements are based on managements present expectations,
estimates and projections, but involve risks and uncertainty. Please refer to the
Companys report on Form 10-K for the year ended September 30, 2010, and
subsequent reports on Forms 10-Q and 8-K as filed with the Securities and
Exchange Commission for additional information. The Company is under no
obligation (and expressly disclaims any obligation) to update or alter its
forward-looking statements, whether as a result of new information, future
events or otherwise.
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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.
Dated: September 6, 2011
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By:
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/s/ Brett M. Johnson
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Name:
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Brett M. Johnson
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Title:
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Principal Executive Officer
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EXHIBIT INDEX
99.1 Press Release
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