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): December 7, 2005
SAFETEK INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 33-22175 75-2226896
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
23 Aminadav St.
Tel Aviv, Israel, 67898
(Address of principal executive offices)
+972-3-561-3468
(Registrant's Telephone Number, Including Area Code)
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(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))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Amendment to Employment Agreement of Dr. Shay Goldstein
On December 7, 2005, Safetek International, Inc. (the "Registrant") amended the
employment agreement of Dr. Shay Goldstein, dated May 31, 2005, pursuant to
which Dr. Goldstein had been serving as Chief Executive Officer of the
Registrant and its subsidiary, Oriens Life Sciences (Israel), Ltd. (the
"Subsidiary"). The terms of such employment agreement have been previously
disclosed by the Registrant on its Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2005. Pursuant to the amendment
to his employment agreement, Dr. Goldstein shall be employed as Chief Medical
Officer of each of the Registrant and its Subsidiary instead of as their Chief
Executive Officer. Dr. Goldstein's salary was changed from $8,500 per month to
$8,000 per month, effective as of December 1, 2005. All other provisions of the
employment agreement remained unchanged.
Amendment to Employment Agreement of Tamar Tzaban-Nahomov
On December 7, 2005, the Registrant amended the employment agreement of Tamar
Tzaban-Nahomov, dated October 30, 2005, pursuant to which Ms. Tzaban-Nahomov had
been serving as Chief Financial Officer of the Registrant and its Subsidiary.
The terms of such employment agreement have been previously disclosed by the
Registrant on its Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 3, 2005. Pursuant to the amendment to her
employment agreement, Ms. Tzaban-Nahomov's salary was changed to $8,000 per
month, commencing as of December 1, 2005 and continuing throughout the term of
her employment. All other provisions of the employment agreement remained
unchanged.
Entry into Employment Agreement with Amnon Presler
On December 7, 2005, the Registrant entered into an employment agreement with
Amnon Presler, pursuant to which Mr. Presler was engaged as the Chief Executive
Officer of each of the Registrant and its Subsidiary. As compensation for his
services, Mr. Presler shall receive a monthly salary as follows: During the
first two months, the monthly salary shall be US$ 7,500; thereafter the monthly
salary shall be US$ 8,500. In addition, Mr. Presler shall receive a bonus of $US
8,500 if the aggregate investments made in the Registrant and the Subsidiary
after the date of his employment agreement exceed US$ 4,000,000. Mr. Presler
also shall be entitled to participate in the employee stock option plan to be
adopted by the Registrant as well as vacation, insurance benefits, and use of a
company automobile.
The term of Mr. Presler's employment shall continue until terminated by either
party as provided in the employment agreement. The Registrant may terminate the
Employment Agreement without notice for cause or in the event Mr. Presler
becomes disabled. Either party may terminate the Employment Agreement without
cause, for any reason whatsoever, upon 30 days notice within the first year of
Mr. Presler's employment and upon 90 days prior written notice thereafter.
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During the term of the employment agreement and for a period of one year
thereafter, Mr. Presler shall not compete with the Subsidiary nor solicit any of
the Subsidiary's employees or customers. Mr. Presler agreed to hold the
Subsidiary's confidential information in strict confidence.
For all the terms of the amendment to Dr. Goldstein's employment agreement, the
amendment to Ms. Tzaban-Nahomov's employment agreement, and the employment
agreement of Amnon Presler, reference is hereby made to such agreements annexed
hereto respectively as Exhibits 10.7, 10.8, and 10.9. All statements made herein
concerning such agreements are qualified by references to said exhibits.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 5.02.
On December 7, 2005, the Board removed Dr. Goldstein from his positions as Chief
Executive Officer of the Registrant and its Subsidiary, effective as of December
1, 2005. On the same date, the Board appointed Dr. Goldstein as Chief Medical
Officer of each of the Registrant and its Subsidiary, effective as of December
1, 2005, pursuant to and in accordance with the terms of the Goldstein
Employment Agreement described above under Item 1.01 (Entry into a Material
Definitive Agreement).
On December 7, 2005, the Board appointed Amnon Presler as the Chief Executive
Officer of each of the Registrant and its Subsidiary, effective as of December
1, 2005, in accordance with the terms of the Presler Employment Agreement
described above under Item 1.01 (Entry into a Material Definitive Agreement).
Mr. Presler brings to Safetek more than 29 years of executive management,
operations and international marketing experience, mainly in Datacom. He served
as CEO of Corigin, and of Broadlight for 3 years and as President and CEO of
Visonic, for 3 years. Before that he served at RAD Data Communications as
President of RAD USA for 7 years and head of R&D for 9 years. Mr. Presler holds
B,Sc in Electric Engineering from Ben Gurion University of the Negev, Israel. He
is not a director in any other reporting companies and has not been affiliated
with any company that has filed for bankruptcy within the last five years
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired. Not Applicable
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(b) Pro forma financial information. Not Applicable
(c) Exhibits
Exhibit 10.7 Amendment to Employment Agreement, dated December 7, 2005,
between Dr. Shay Goldstein and the Subsidiary
Exhibit 10.8 Amendment to Employment Agreement, dated December 7, 2005,
between Tamar Tzaban-Nahomov and the Subsidiary
Exhibit 10.9 Employment Agreement, dated December 7, 2005, between Amnon
Presler and the Subsidiary
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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.
(Registrant)
By: /s/ Shay Goldstein
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Name: Shay Goldsten,
Title: Chairman, Chief Executive
Officer, Secretary, and Director
Date: December 14, 2005
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