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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 8, 1998
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Date of Report (date of earliest event reported)
ASHA CORPORATION
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Exact name of Registrant as Specified in its Charter
Delaware 0-16176 84-1016459
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
600 C Ward Drive, Santa Barbara, California 93111
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Address of Principal Executive Offices, Including Zip Code
(805) 683-2331
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Registrant's Telephone Number, Including Area Code
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 8, 1998 ASHA Corporation (the "Company") was a party to two
agreements in which Alain Clenet, who was the Company's Chairman of the Board
and Chief Executive Officer, sold on that date a total of 1,677,978 shares of
the Company's common stock. As a result of these transactions, Mr. Clenet is
no longer considered a control person of the Company. In one agreement, Mr.
Clenet sold 1,118,652 shares to Greenmotors LLC for $3,000,000 in cash. The
cash used in this transaction came from contributions to Greenmotors LLC's
capital by its members. The Stock Purchase Agreement with Greenmotors LLC
provides that the Company will permit Greenmotors LLC to select one person to
be elected as a Director of the Company. The person selected is David Jones,
who is a member of Greenmotors LLC. As a result of this purchase, Greenmotors
LLC now owns 12.9% of the Company's shares outstanding; however, Greenmotors
LLC is not considered to be in control of the Company.
Greenmotors LLC is a Delaware limited liability company formed for the
purpose of investing in the shares of the Company's Common Stock it acquired.
Its managers and officers are Alfred D. Kingsley and Gary K. Duberstein.
In the other agreement, Mr. Clenet sold a total of 559,326 to four
investors, including the wife of Lawrence Cohen, one of the Company's
Directors, who purchased 219,406 shares.
Simultaneously with the closing of these two transactions, the Company
and Mr. Clenet entered into a Separation Agreement pursuant to which Mr.
Clenet agreed to resign as an Officer and Director of the Company, effective
as of January 8, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
10.1 Stock Purchase Agreement Incorporated by reference to
among Greenmotors LLC, Exhibit 10.12 to the Company's
Alain Clenet and the Com- Annual Report on Form 10-KSB
pany dated January 8, 1998 for the fiscal year ended
September 30, 1997
10.2 Separation Agreement with Incorporated by reference to
Alain Clenet dated January Exhibit 10.13 to the Company's
8, 1998 Annual Report on Form 10-KSB
for the fiscal year ended
September 30, 1997
SIGNATURES
Pursuant to the requirements or 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.
ASHA CORPORATION
Date: January 21, 1998 By/s/ John C. McCormack
John C. McCormack, President
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