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): November 18, 2005
SAFETEK INTERNATIONAL, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 033-22175 75-2226896
--------------------- ------------- --------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
23 Aminadav St. Tel Aviv, Israel 67898
--------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +972-3-561-3468
Copies to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
[ ] 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
To obtain funding for its ongoing operations, Safetek International,
Inc. (the "Company") entered into a Securities Purchase Agreement (the
"Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the
"Investors") on November 18, 2005 for the sale of (i) $750,000 in callable
secured convertible notes (the "Notes") and (ii) stock purchase warrants (the
"Warrants") to buy 1,000,000 shares of our common stock.
On November 18, 2005, the Investors purchased $250,000 in Notes and
received Warrants to purchase 333,332 shares of the Company's common stock. The
Company received net proceeds of $190,000.00, after deducting expenses of
$60,000.00. In addition, provided that all of the conditions in the Securities
Purchase Agreement are satisfied, the Investors are obligated to provide the
Company with additional funds as follows:
o $250,000 will be funded within five business days of filing a
registration statement registering shares of the Company's
common stock underlying the Notes and the Warrants; and
o $250,000 will be funded within five business days of the
effectiveness of the registration statement.
The Notes bear interest at 8%, mature three years from the date of
issuance, and are convertible into our common stock, at the Investors' option,
at a conversion price equal to the lower of (i) $0.15 or (ii) 50% of the average
of the three lowest intraday trading prices for our common stock during the 20
trading days before, but not including, the conversion date. As of November 18,
2005, the average of the three lowest intraday trading prices for our common
stock during the preceding 20 trading days as reported on the Over-The-Counter
Bulletin Board was $0.136 and, therefore, the conversion price for the secured
convertible notes was $0.068. Based on this conversion price, the $750,000
Notes, excluding interest, were convertible into 11,029,412 shares of our common
stock.
We may prepay the Notes in the event that no event of default exists,
there are a sufficient number of shares available for conversion of the callable
secured convertible notes and the market price is at or below $.14 per share.
The full principal amount of the Notes is due upon default under the terms of
Notes. In addition, we have granted the Investors a security interest in
substantially all of our assets and intellectual property as well as
registration rights.
The Warrants are exercisable until five years from the date of issuance
at a purchase price of $.30 per share. In addition, the exercise price of the
Warrants is adjusted in the event we issue common stock at a price below market.
The Investors have contractually agreed to restrict their ability to
convert the Notes and exercise the Warrants and receive shares of our common
stock such that the number of shares of the Company common stock held by them
and their affiliates after such conversion or exercise does not exceed 4.99% of
the Company's then issued and outstanding shares of common stock.
In connection with the foregoing financing the Company entered into a
Registration Rights Agreement with the Investors, which requires the Company to
file a registration statement covering the resale of the shares of common stock
underlying the Notes and Warrants. Pursuant to the Registration Rights
Agreement, the Company is required to file the registration statement within 30
days of the date of issuance and use its best efforts to obtain effectiveness of
such registration statement as soon as practicable. In the event that the
registration statement is not filed within 30 days of the date of issuance or
declared effective within 120 days of the date of issuance, the Company is
required to pay a penalty of 2% of the outstanding principal of the Notes for
each month that the filing or effectiveness of the registration statement is
delayed.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The sale of the Notes described in Item 1.01 was completed on November
18, 2005 with respect to $250,000 of the Notes. As of the date hereof, the
Company is obligated on $250,000 in face amount of Notes issued to the
Investors. The Notes are a debt obligation arising other than in the ordinary
course of business which constitute a direct financial obligation of the
Company.
Item 3.02 Unregistered Sales of Equity Securities
The Notes and Warrants described in Item 1.01 were offered and sold to
the Investors in a private placement transaction made in reliance upon
exemptions from registration pursuant to Section 4(2) under the Securities Act
of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an
accredited investor as defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
----------- ------------
10.1 Securities Purchase Agreement dated November 18, 2005 by and among
the Company and New Millennium Capital Partners II, LLC, AJW
Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.2 Form of Callable Secured Convertible Note dated November 18, 2005
10.3 Form of Stock Purchase Warrant dated November 18, 2005
10.4 Registration Rights Agreement dated November 18, 2005 by and among
the Company and New Millennium Capital Partners II, LLC, AJW
Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.5 Security Agreement dated November 18, 2005by and among the Company
and New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.6 Intellectual Property Security Agreement dated November 18, 2005 by
and among the Company and New Millennium Capital Partners II, LLC,
AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
LLC
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.
Safetek International, Inc.
Date: November 21, 2005 By: /s/Shay Goldstein
----------------------------------
Name: Shay Goldstein
Title: Chairman, Chief Executive Officer,
Secretary and Director