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): July 5, 2005
SAFETEK INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-22175 75-2226896
-------- -------- ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
21 Ahavat Zion St.
Tel Aviv, Israel 62153
(Address of principal executive offices)
+972-3-5463251
(Registrant's telephone number, including area code)
---------
(Former name or former address, if changed since last report)
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
Safetek International, Inc. (the "Registrant") is raising capital through an
ongoing private placement of units (the "Units") for $0.10 per Unit. Each Unit
consists of one share of common stock, one Class A warrant giving the holder the
right to purchase one share of stock at $1.00, which is exercisable for one year
from the date of issuance, and one Class B warrant giving the holder the right
to purchase one share of stock for $1.50, which is exercisable for 2 years from
the date of issuance. As of July 5, 2005, the Company has received in cash an
aggregate of $130,000 as consideration for the sale of 1,300,000 Units to 3
persons.
The Registrant agreed that if within the next 12 months it effectuates a reverse
stock split, the Registrant will issue to the investors and future investors in
this placement additional shares of common stock equal to the number of shares
of stock being purchased in the offering. In essence, the number of shares of
common stock issued to the investors shall not be effected by such split. For
example, if the investor is to be issued 25,000 shares of common stock, and
within the next 12 months the Registrant effectuates a 1:2 reverse stock split,
the investor will be issued an additional 25,000 shares of common stock. This
anti-dilution protection applies to the next stock split (if any) to be taken by
the Registrant, notwithstanding the number of stock splits effectuated by the
Registrant within the next 12 months.
The placement is being made pursuant to Regulation S promulgated by the
Securities and Exchange Commission. There were no underwriters or broker-dealers
involved in the private placement and therefore no underwriting discounts or
commissions were paid, other than the issuance of 100,000 units were issued to a
non-U.S. person. The Registrant did not make any offers in the United States,
each of the purchasers was outside the United States, and there were no selling
efforts in the United States.
For all the terms and conditions of the subscription agreements, the Class A
Warrant Agreement, and the Class B Warrant Agreement executed in connection with
the Placement, reference is hereby made to the forms of such agreements, which
are annexed hereto as exhibits 10.8, 10.9, and 10.10. All statements made herein
concerning the securities are qualified by references to said exhibits.
Section 8 - Other Events
Item 8.01 Other Events
Execution of Term Sheet
On July 5, 2005 the Registrant entered into a Term Sheet with NanoDiagnostics,
Inc. ("NanoDiagnostics"), a Delaware company, and Judith Seligman ("Seligman"),
who is the principal of NanoDiagnostics. The Term Sheet is a non-binding
document and the consummation of the transactions contemplated by the Term Sheet
is subject to, among others, the completion of due diligence and the execution
of a mutually acceptable definitive agreement among the parties. It is
anticipated that the closing of such transaction will take place within 30 days
after the date of the Term Sheet.
Pursuant to the Term Sheet, the Registrant will invest in NanoDiagnostics an
aggregate of $650,000 in consideration for 70% of NanoDiagnostics' issued and
outstanding shares on a fully diluted basis, of which $15,000 was paid on July
6, 2005. This amount was not refundable, even if the closing does not take
place.
The balance of the purchase price will be paid on closing, other than $350,000
which will be paid if, within 12 months after the closing, NanoDiagnostics
achieves the ability to extract from blood samples certain cells known as
Pluripotent Stem cells in a quantity sufficient for purposes of animal
experimentations (at least 8,000 cells per each mL of blood) (the "Milestone").
If the Milestone is achieved but the $350,000 payment is not made, then all of
the shares issued to the Registrant shall be canceled and forfeited to
Diagnostics. If the Milestone is not achieved, then 79.55% of the shares issued
to the Registrant shall be canceled and forfeited to NanoDiagnostics (thereby
reducing the Registrant's holdings to 32.31% of NanoDiagnostics' issued and
outstanding common shares). The Registrant, in its sole discretion, will be
entitled to pay the $350,000 payment even if the Milestone is not achieved.
Until the closing of the transaction contemplated by the term sheet, the
Registrant has the option to purchase from Seligman all of the issued and
outstanding shares of NanoDiagnostics for a purchase price of $350,000. If the
Registrant exercises this right, Seligman will be employed as the Chief
Technology Officer of the Registrant; if the transaction closes, Seligman will
serve as NanoDiagnostics' chief technology officer.
As part of the transaction, Seligman will be entitled to options of common stock
as follows: (a) If the Registrant purchases all of the issued and outstanding
shares NanoDiagnostics, Seligman will be entitled to options to purchase 10% of
the Registrant's common stock; or (b) If the Registrant purchases 70% of the
issued and outstanding shares of NanoDiagnostics, Seligman will be entitled to
options to purchase 5% of NanoDiagnostics share capital. In either case, if the
fully diluted capital of the Registrant exceeds 100 million shares 6 months
after the closing, the principal shall be entitled to additional options. All
her options shall be registered as soon as the options of the other officers and
directors of the Registrant are registered, but no later than 18 months after
the closing.
If the transaction closes and the principal holds at least 5% of
NanoDiagnostics, the subsidiary will not be permitted to engage in certain
transactions without her consent, including amending its corporate documents,
using the proceeds of the $650,000 and effecting a corporate transaction with a
value of less than $7 million during the next 2 years. Each of the holders of 5%
of the shares of NanoDiagnostics shall have a pre-emptive right to participate
in future sales by the subsidiary, and certain other rights including bring
along and tag along rights if the Registrant sells its shares in
NanoDiagnostics.
NanoDiagnostics agreed to a 30-day exclusivity with the Registrant;
NanoDiagnostics agreed that it shall not provide to any third party any option,
right of first offer or negotiation, right of first refusal or other right,
whether vested or contingent, to acquire any portion of the shares or assets of
NanoDiagnostics.
For all the terms of the Term Sheet, reference is hereby made to such term sheet
annexed hereto as Exhibit 10.11. All statements made herein concerning such
document are qualified by references to said exhibit.
New Director
On June 9, 2005, the board of directors of the Registrant elected Gilad Yoeli as
a new director to serve until his successor is elected and qualified.
Mr. Yoeli is a certified public accountant in Israel. Since 2002, he has served
as the Chief Financial Officer of CoreFlow Ltd., an Israeli company engaged in
aeromechanical subsystems for flat panel display and for semiconductors capital
equipment industries. Prior to 2002 Mr. Yoeli was a senior manager at Ernst &
Young Israel (Kost Forer, Gabbay & Kasierer) in the high-tech practice area. Mr.
Yoeli holds a B.A. in economics from Haifa University. Mr. Yoeli has not been
affiliated with any company that has filed for bankruptcy within the last five
years. There are no family relationships among any of the members of the board.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Information. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits. The following exhibits are included with this report:
Exhibit 10.8 Form of Subscription Agreement
Exhibit 10.9 Form of Class A Warrant Agreement
Exhibit 10.10 Form of Class B Warrant Agreement
Exhibit 10.11 Term Sheet, dated July 5, 2005, among Safetek
International, Inc., NanoDiagnostics, Inc., and
Judith Seligman
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
hereunto duly authorized.
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Shay Goldstein
Name: Shay Goldsten,
Title: Chairman, Chief Executive Officer,
Secretary, and Director
Date: July 8, 2005