United States

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) ~~February 19,~~May 3, 2009

~~ALSIUS~~ALUS LIQUIDATION ~~CORPORATION~~CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-51362		20-2620798
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15770 Laguna Canyon Road, Suite 150, Irvine, California 92618 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (949) 453-0150

(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~~ -1~~.01 Entry into a Material Definitive Agreement.~~-

~~Asset Purchase~~Item ~~Agreement~~2.01 Completion of Acquisition or Disposition of Assets.

On ~~February~~ 19May 4, 2009, ~~Alsius~~ALUS ~~Corporation~~Liquidation ~~(the~~Corp., formerly ~~“Company”)~~known ~~and~~as ~~its wholly-owned subsidiary,~~ Alsius ~~Medical~~ Corporation, ~~a California corporation~~ (~~“Alsius Medical” and collectively with~~ the ~~Company,~~ “~~Sellers~~Company”), ~~and ZOLL Circulation,~~completed ~~Inc.,~~the asale ~~Delaware~~of ~~corporation~~assets ~~(“Zoll”),~~constituting ~~entered~~its ~~into~~intravascular antemperature ~~Asset~~management ~~Purchase Agreement~~device ~~(the~~business ~~“Purchase Agreement”) pursuant~~ to ~~which~~a ~~the~~wholly-owned ~~Sellers~~subsidiary ~~will sell substantially all~~ of ~~their~~ZOLL ~~assets~~Medical toCorporation ~~Zoll~~(“ZOLL”) for a purchase price of $12.0 million in cash (the “Asset Sale”). ~~A copy of the Purchase Agreement is attached hereto as Exhibit 10.1. The summary of the terms of the Purchase Agreement herein is qualified by reference to the Purchase Agreement itself.~~

~~The Purchase~~A ~~Agreement~~copy ~~contains~~of ~~customary~~the ~~representations,~~press ~~warranties~~release ~~and~~issued ~~covenants~~by of the Company ~~including,~~with ~~among~~respect ~~others, a covenant~~ to ~~use~~this ~~commercially reasonable~~matter ~~efforts~~is toattached ~~conduct~~hereto ~~its~~as ~~operations in the ordinary course during the period between the execution of the Purchase Agreement and the completion of the Asset Sale~~Exhibit 99.1.

~~The~~Item ~~closing~~3.01 ofNotice ~~the Purchase Agreement is subject to the satisfaction~~ of ~~certain conditions,~~Delisting ~~including~~or ~~that~~Failure ~~the representations and warranties of the parties contained in the Purchase Agreement are true and correct in all material respects on the closing date, that applicable consents and approvals required~~ to be ~~obtained~~Satisfy bya ~~the~~Continued ~~parties~~Listing ~~have been obtained and not withdrawn, the delivery of~~Rule or ~~closing~~Standard; ~~certificates~~Transfer ~~from officers~~ of ~~the Sellers, and the delivery by counsel to the Company of a legal opinion satisfactory to Zoll~~Listing.

~~The~~On May 5, ~~Purchase~~2009, ~~Agreement~~the ~~may~~Company benotified ~~terminated~~the ~~under~~NASDAQ ~~certain~~Stock ~~circumstances,~~Market ~~including~~(“NASDAQ”) byof its ~~either~~intent ~~party~~to ifdelist its common stock from the ~~other~~NASDAQ ~~party~~Capital isMarket. The Company incurrently ~~material~~anticipates ~~breach~~that ofon ~~any~~May ~~representation~~15, 2009 it will file with the ~~warranty~~Securities orand ~~covenant~~Exchange ~~contained~~Commission in(the “SEC”) a Form 25 relating to the ~~Purchase~~delisting ~~Agreement~~of the common stock. ~~In connection~~ The ~~with~~Company ~~such~~expects ~~termination,~~that trading in the ~~breaching~~common ~~party~~stock ~~must~~will ~~pay~~be asuspended ~~termination~~by ~~fee~~ NASDAQ effective at the open of business $1on May 15,~~000~~ 2009,~~000~~ towith official delisting of the ~~terminating~~common ~~party~~stock effective ten days thereafter, on May 25, 2009.

~~The Company~~A ~~has~~copy ~~also agreed to indemnify Zoll with respect to losses Zoll suffers related to or resulting from any breach~~ of the ~~Company’s~~press ~~representations, warranties,~~release ~~covenants~~issued ~~and agreements. The Company’s aggregate~~by ~~liability for such losses will in no event exceed $1,000,000 (except in~~ the ~~case of~~Company ~~fraud~~with orrespect ~~willful~~to ~~misconduct). To~~this ~~qualify~~matter ~~for~~is ~~indemnification,~~attached ~~Zoll must~~hereto ~~make~~as ~~a claim within twelve months after the closing date of the Asset Sale~~Exhibit 99.1.

InItem ~~connection~~5.02 ~~with~~Departure ~~the Asset Sale, Zoll placed an order with the Company to purchase approximately $3 million~~ of ~~finished~~Directors ~~product~~or atCertain ~~cost. Zoll paid~~Officers; ~~for~~Election ~~50%~~ of ~~the order up front, with the balance due after the products are~~Directors; ~~delivered~~Appointment ~~to and accepted by Zoll in accordance with the terms~~ of ~~the order. The~~Certain ~~Company~~Officers; isCompensatory ~~currently~~Arrangements ~~manufacturing the products ordered by Zoll, and the Asset Sale is conditioned upon the Company’s delivery~~ of ~~at least~~Certain ~~75% of the order~~Officers.

~~The~~ On May 3, 2009, the Company'’s Board ~~independent~~of ~~financial~~Directors ~~advisor,~~appointed ~~Leerink~~Andrew ~~Swann~~Wade ~~LLC~~as the Company’s Chief Financial Officer, ~~rendered~~effective animmediately ~~opinion~~and replacing Gregory Tibbitts who previously toserved ~~the~~in ~~Board~~this ofposition. ~~Directors~~Mr. ofWade will serve as the Company’s ~~that~~principal financial ~~the~~officer ~~consideration~~and principal accounting officer. Mr. Wade will continue to be ~~received~~ bypaid ~~the~~an ~~Company~~annual ~~pursuant~~base tosalary ~~the~~of ~~Purchase~~$150,000 ~~Agreement~~through isJune ~~fair~~30, ~~from~~2009, aand ~~financial~~thereafter ~~point~~will ofbe ~~view,~~paid $100 per hour on a consulting basis to the extent his services are required in the process of liquidating the Company and winding down its affairs.

~~The~~Mr. Wade, ~~Board of~~age ~~Directors~~33, ofcurrently ~~the~~serves as ~~Company~~Vice ~~unanimously approved~~President, ~~the~~Finance ~~Purchase~~of ~~Agreement and~~ the ~~transactions~~Company, ~~contemplated~~a ~~thereby. Beneficial~~position ~~holders~~he ofhas aheld ~~majority~~since ofOctober ~~the~~2008. Prior ~~outstanding~~to ~~shares~~that, ofMr. ~~common~~Wade ~~stock~~was of the Company’s ~~have~~Controller ~~given their written~~from ~~consent~~September 2006 to ~~the~~October ~~Purchase~~2008. Prior ~~Agreement~~to ~~and~~his ~~the~~employment ~~transactions~~at ~~contemplated thereby in~~the ~~accordance~~Company, ~~with Section~~Mr. ~~228~~Wade ofserved ~~Delaware~~as ~~Law.~~Assistant ~~The~~Controller ~~action~~at byCardiac ~~written consent~~Science isCorporation, ~~sufficient~~a tomedical ~~approve~~device ~~the~~manufacturing ~~Asset Sale~~ and ~~the~~distribution ~~transactions contemplated by the~~company. ~~Purchase~~Mr. Wade ~~Agreement~~holds ~~without~~a ~~any~~B.A. ~~further~~in ~~action~~Business orEconomics ~~vote~~from of the ~~stockholders~~University of ~~the~~ ~~Company~~California, Santa Barbara.

The Company intends to file with the Securities and Exchange Commission (“SEC”) a preliminary information statement. After addressing any comments the staff of the SEC may have on the information statement, the Company will file with the SEC and disseminate to the Company’s stockholders a definitive information statement regarding the approval of the Purchase Agreement and other matters contemplated thereby by the holders of a majority of the outstanding shares of the Company. Under SEC rules, the definitive information statement must be filed and disseminated to the Company’s stockholders at least 20 days before the closing of the Asset Sale.

Item 8.01 Other Events.

~~The~~ZOLL ~~Purchase~~acquired ~~Agreement contemplates that at the closing of the Asset Sale, Zoll will acquire~~ substantially all of the Company’s assets, including the rights to the name “Alsius.” AsOn aMay ~~result~~5, 2009, the Company ~~must~~amended ~~amend~~ its Certificate of Incorporation to change its name after the closing of the Asset Sale. ~~The Company’s Board of Directors and the beneficial holders of a majority of the outstanding shares of the Company have approved the change of the Company’s name~~ from “Alsius Corporation” to “ALUS Liquidation Corp.”

The Asset Sale iswas the initial step in the complete dissolution and liquidation of the Company pursuant to ~~the~~its Plan of Dissolution ~~of Alsius Corporation~~ (the “Plan of Dissolution”), which was approved by the ~~beneficial~~ holders of a majority of the outstanding shares of common stock of the Company and which ~~will~~was be disclosed in further detail in the Company’s ~~information~~Definitive ~~statement~~Information toStatement beon ~~filed~~Schedule ~~with the SEC~~14C insent ~~connection~~to ~~with~~ the ~~Asset Sale and the Plan of Dissolution. The~~ Company’s ~~preliminary~~stockholders ~~estimate is that~~on ~~there~~April ~~will be approximately $7~~15,~~600,000,~~ ~~or $0~~2009.~~34 per share of common stock, available for distribution over~~ Pursuant ~~time~~ to the Company’s ~~stockholders,~~Plan ~~with the final distribution amount to be determined and the final distribution made after settlement and satisfaction~~ of ~~all~~ ~~liabilities. However~~Dissolution, ifa ~~liabilities~~Certificate ~~are~~of ~~not~~Dissolution ~~able~~was ~~to be settled~~filed ~~within~~with the ~~currently~~Delaware ~~estimated~~Secretary ~~range,~~of orState ifon ~~currently~~May ~~unknown liabilities are incurred~~5, ~~or if revenues through the closing are lower than expected, then the amount available for distribution will be less than $0~~2009.~~34 per share (or could be greater if liabilities are lower and/or revenues are greater than expected).~~

~~Zoll~~The Company ~~has~~currently anticipates making an initial distribution of $0.30 to $0.32 ~~agreed~~per ~~that~~share ~~during~~to the ~~pendency~~Company’s stockholders by the end of June 2009. After the one-year anniversary of the Asset Sale, itwhen ~~will~~the ~~not~~period ~~serve~~for ~~the~~ZOLL ~~Company~~to make orindemnity ~~Alsius~~claims ~~Medical~~under inthe purchase agreement expires, the ~~currently~~Company ~~pending~~anticipates making ~~patent~~a ~~infringement~~final ~~case~~distribution ~~Zoll~~to ~~filed~~stockholders of available cash. The Company ~~against~~estimates that when all distributions have been made (including the ~~Company~~intended final distribution in ~~the~~approximately ~~United~~one ~~States~~year), ~~District~~it ~~Court~~will ~~Central~~return ~~District~~$8 ofmillion in ~~California~~total, onor ~~January~~$0.36 29per share, ~~2009~~to stockholders, which exceeds its previously reported estimate of $0.34 per share. However, if liabilities are greater than estimated or ~~take~~if ~~any~~unknown ~~action~~liabilities toare ~~pursue~~incurred, or ~~resume~~if collections on accounts receivable are less than expected, then the amount available for distribution ~~case~~will be less than currently anticipated (or could be greater if liabilities are less than expected or collections exceed expectations).

~~On February~~A ~~20,~~copy ~~2009,~~ of the ~~Company issued a~~ press release inissued ~~which~~by ~~it announced that it had entered into~~ the ~~Purchase~~Company ~~Agreement. A~~with ~~copy~~respect ofto ~~the~~this ~~press release~~matter is attached hereto as Exhibit 99.1.

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Forward-Looking Information Is Subject to Risk and Uncertainty

A number of the matters discussed in this Current Report on Form 8-K, ~~relate to~~including ~~future~~statements ~~circumstances~~regarding ~~and~~the ~~expectations,~~future inaffairs ~~particular,~~of ~~whether~~the Company, and ~~when~~other ~~the Asset~~statements ~~Sale~~contained ~~will~~herein beregarding ~~consummated~~matters ~~and~~that ~~what~~are ~~funds~~not ~~will~~historical befacts, ~~available~~are "forward-looking" tostatements ~~distribute~~(as todefined in the ~~Company’s~~ ~~stockholders~~Private ~~when~~Securities ~~the~~Litigation Reform ~~Company~~Act isof ~~wound down~~1995). ~~Such~~Because ~~matters~~such statements are subject to risks and uncertainties, ~~and~~ actual results may differ ~~significantly~~materially from those ~~discussed~~expressed ~~herein. Such~~or implied ~~risks~~by ~~and~~such ~~uncertainties~~forward-looking ~~include,~~statements. ~~among others:~~In particular, the ~~need~~amount and timing of distributions to ~~satisfy~~the ~~various~~Company’s ~~conditions~~stockholders tofrom the ~~closing~~proceeds of the ~~Asset~~sale ~~Sale,~~to ~~including~~ZOLL ~~obtaining~~may ~~third~~vary ~~party~~significantly ~~consents;~~from ~~the~~those ~~ability~~discussed herein, due to ~~settle~~a ~~liabilities~~variety of factors, including but not limited to, the Company’s ~~within~~ability ~~expected~~to ~~ranges;~~collect ~~whether~~its outstanding accounts receivable, claims which may be made by ZOLL under the purchase agreement with the Company, ~~can~~claims ~~meet~~which ismay ~~sales~~be made by other parties ~~expectations~~during ~~and~~the ~~collect~~process ~~accounts~~of ~~receivable~~winding ~~prior~~the toCompany ~~closing;~~down, and ~~the~~other ~~risks~~unforeseen complications and expenses. Other factors that ~~are~~could ~~described~~cause ~~from~~actual ~~time~~results to differ ~~time~~from those expressed or implied in ~~the~~this ~~Company’s~~release ~~reports~~are ~~filed~~described ~~with~~in the ~~SEC,~~Company’s ~~including its~~ Annual Report on Form 10-K for the year ended December 31, ~~2007,~~ 2008 and its ~~subsequent~~Definitive ~~Quarterly~~Information ~~Reports~~Statement on ~~Form 10-Q.~~Schedule 14C describing the sale transaction with ZOLL. This current report on Form 8-K speaks only as of its date, and the Company disclaims any duty to update the information herein, except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit	Description
10.1	Asset Purchase Agreement, dated February 19, 2009
99.1	Press Release dated May 5, 2009
99.1	Press Release dated February 20, 2009

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SIGNATURE

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: ~~February~~ 25May 7, 2009

~~ALSIUS~~ALUS ~~CORPORATION~~LIQUIDATION CORP. By: /s/ William J. Worthen Name: William J. Worthen Title: President and Chief Executive Officer

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Exhibit Index

Exhibit	Description
10.1	Asset Purchase Agreement, dated February 19, 2009
99.1	Press Release dated May 5, 2009
99.1	Press Release dated February 20, 2009

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Filing Compare · ALUS Liquidation Corp