matech8k102708.htm
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
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Date
of Report (Date of earliest event reported) October 27,
2008
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Matech
Corp.
(Exact
name of registrant as specified in its chapter)
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Delaware
(State
or other jurisdiction
of
incorporation
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33-23617
(Commission
File
Number)
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95-4622822
(IRS
Employer
Identification
No.)
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11661 San Vicente
Boulevard, Suite 707
Los Angeles, California
(Address
of principal executive offices)
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90049
(Zip
Code)
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(310)
208-5589
Registrant's
telephone number, including area code
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N/A
(Former
name or former address, if changed since last
report)
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On August
19, 2008, Matech Corp. (the “Company”) executed a Settlement Agreement and
Release with RBC Dexia Investor Services Bank Luxembourg, Anima S.G.R.P.A.
Rubrica Anima America, and Kreuzfeld Ltd.. On August 19, 2008, the
Company entered into an Amendment to Settlement Agreement and Release with
Kreuzfeld Ltd. On August 28, 2008, the Company executed a Settlement
Agreement and Release with Rubica Anima Fondattivo. On August 28,
2008, the Company executed a Settlement Agreement and Release with Anima Fondo
Trading. On August 28, 2008, the Company executed a Settlement
Agreement and Release with Patrick Fischli. The various Settlement
Agreements, as well as the Amendment, shall be collectively referred to as, the
“Settlement Agreements.” Further, all parties who entered into the
Settlement Agreements with the Company shall be collectively referred to as, the
“Investors.”
The
Company previously sold shares of its common stock and issued warrants to
purchase shares of its common stock to the Investors pursuant to purchase
agreements which provided the Investors certain registration rights, including
the Company’s filing of a Registration Statement registering the resale of the
shares of common stock held by Investors. The Company failed to file
such a Registration Statement. The Settlement Agreements provide
that, in exchange for the Investors’ waiver of the Company’s failure to file a
Registration Statement, (i) the Investors agree to return to the Company, any
and all shares of common stock held by them in exchange for an equal number of
newly issued shares of the Company to be issued after completion of the
Company’s reverse stock split (the “Shares”), (ii) the Company will cancel all
warrants currently held by Investors, and (iii) the Company will issue to each
of the Investors new warrants to purchase shares of the Company’s common stock
at $0.20 per share (the “Warrants”). The Company further agreed to
file a Registration Statement with the Commission registering the Shares and the
shares underlying the Warrants within 45 days of the closing of the Settlement
Agreements, which occurred on October 15, 2008.
There is
no material relationship between the Company or its affiliates and any of the
parties, other than with respect to the Settlement Agreement.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Settlement Agreements described in Item 1.01, the Company issued Warrants
to purchase an aggregate of 17,805,200 shares of the Company’s common stock at a
price of $0.20 per share. The Company issued the securities to six
non-U.S. persons (as that term is defined in Regulation S of the Securities Act
of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2)
of the Securities Act of 1933.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| Dated:
October 24, 2008 |
MATECH
CORP.,
a
Delaware corporation
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/s/ Robert
M. Bernstein |
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By: Robert
M. Bernstein |
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Its: Chief
Executive Officer |
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