================================================================================ Securities and Exchange Commission Washington, DC 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) September 22, 2004 ASTRALIS LTD. (Exact Name of Registrant as Specified in its Charter) Delaware 000-30997 84-1508866 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 75 Passaic Avenue, Fairfield, New Jersey 07004 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 227-7168 -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 22, 2004, Gaston Liebhaber resigned from the Registrant's board of directors. Mr. Liebhaber stated in his resignation letter that he is resigning because he is retiring and relocating. 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. ASTRALIS LTD. Date: September 28, 2004 By: /s/ Jose Antonio O'Daly ------------------ --------------------------- Jose Antonio O'Daly Chairman of the Board of Directors, President of Research and Development and Interim Chief Executive Officer