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 5, 2006
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 (Commission File Number) (IRS Employer
of 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
On February 5, 2006, Safetek International, Inc. ("Safetek") appointed Dr. Yigal
Koltin as a director. On the same date, Dr. Koltin and Safetek entered into a
letter agreement, which sets forth Dr. Koltin's duties and compensation for his
services as a director, and an indemnity agreement, pursuant to which Safetek
agreed to indemnify Dr. Koltin to the fullest extent permitted by law for
liabilities which he may incur in his service as director. On February 5, 2006,
Dr. Koltin and Safetek's subsidiary, Oriens Life Sciences (Israel), Ltd. (the
"Subsidiary"), entered into a consulting agreement, pursuant to which Dr. Koltin
shall provide additional consulting services to Safetek and its Subsidiary, as
further described below.
The Letter Agreement
Pursuant to the Letter Agreement, dated February 5, 2006, between Dr. Koltin and
Safetek, Dr. Koltin agreed to serve as director of Safetek, maintain in
confidence all confidential information of Safetek, and maintain loyalty to
Safetek. As compensation for his services as director, Dr. Koltin shall receive
the following: (1) $400 for each meeting of the board of directors that he
attends, which fee shall be increased to $500 if the aggregate investments made
in Safetek after February 5, 2006 exceed $3,000,000; and (2) options to purchase
451,041 shares of Safetek's common stock pursuant to Employee Stock Option Plan
adopted by Safetek, which options shall be subject to the execution of an option
grant agreement by Dr. Koltin and shall vest as described below.
The exercise price of such options shall be equal to 90% of the last transaction
price quoted by NASDAQ or the NASDAQ National Market, as of the date that the
option grant agreement is entered into. The options shall vest in twelve equal
and consecutive quarterly installments over a period of thirty-six months
commencing on the last day of the first quarter following the first annual
anniversary year from the agreement date. If Dr. Koltin's engagement as director
terminates prior to the full vesting of the options, for any reason whatsoever,
the unvested portion of the options shall be cancelled. All options that have
vested will be exercisable until three months after the termination of the
letter agreement.
The Indemnity Agreement
Pursuant to the Indemnity Agreement, dated February 5, 2006, between Safetek and
Dr. Koltin, Safetek agreed to indemnify Dr. Koltin from all liability that he
may incur that arises out of his service as a director of Safetek. Pursuant to
the general corporation law of Delaware, Safetek shall not be required to
indemnify Dr. Koltin if it is established that Dr. Koltin's failure to act
constituted a breach of his fiduciary duties as member of the Board of
Directors, and such breach involved intentional misconduct, fraud or a knowing
violation of law. If Dr. Koltin becomes liable to pay any amount in respect of
which he is entitled to be indemnified by Safetek pursuant to the Indemnity
Agreement, Safetek shall advance such amount to Dr. Koltin.
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The obligations of Safetek under the Indemnity Agreement shall not terminate or
be released upon Dr. Koltin's ceasing to act as a member of the Board of
Directors. Such obligations may be terminated or released only by a written
instrument executed by Dr. Koltin.
The Consulting Agreement
Pursuant to the Consulting Agreement, dated February 5, 2006, between Dr. Koltin
and the Subsidiary, Dr. Koltin agreed to provide certain advisory services as
may be requested by the Chief Executive Officer of the Subsidiary from time to
time. The term of the consulting agreement commences on February 5, 2006 and
will continue until terminated by either party, for or without any reason
whatsoever, by providing thirty days' written notice to the other party. As
compensation for his consulting services, Dr. Koltin shall receive the
following: (1) $250 for each hour of services rendered; and (2) options to
purchase 300,694 shares of Safetek's common stock pursuant to Employee Stock
Option Plan adopted by Safetek, which options shall be subject to the execution
of an option grant agreement by Dr. Koltin and shall vest as described below.
The exercise price of such options shall be equal to 90% of the last transaction
price quoted by NASDAQ or the NASDAQ National Market, as of the date that the
option grant agreement is entered into. The options shall vest in twelve equal
and consecutive quarterly installments over a period of thirty-six months
commencing on the last day of the first quarter following the date of the option
grant agreement. If Dr. Koltin's engagement as director terminates prior to the
full vesting of the options, for any reason whatsoever, the unvested portion of
the options shall be cancelled. All options that have vested will be exercisable
until three months after the termination of the letter agreement.
For all the terms of the amendment to Dr. Koltin's letter agreement, indemnity
agreement, and consulting agreement, reference is hereby made to such agreements
annexed hereto respectively as Exhibits 10.1, 10.2, and 10.3. 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 February 5, 2006, Safetek appointed Dr. Yigal Koltin as a director. Dr.
Koltin has a Ph.D. degree from Harvard University (Cambridge, MA), has served as
professor of genetics at Tel Aviv University for over twenty years, and has
served in various capacities in the pharmaceutical and in the biopharmaceutical
industries for twenty-one years.
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In 1992, Dr. Koltin became a founding member of ChemGenics Pharmaceuticals
(Cambridge, MA). In 1997, ChemGenics Pharmaceuticals merged with Millennium
Pharmaceuticals (Cambridge, MA). Following such merger, Dr. Koltin initially
served as its Vice President of Cell and Molecular Biology and subsequently
served as its Vice President of Program Management. From 2000 until June 2003,
Dr. Koltin served as its Vice President for international research and
development alliance development in Europe and Israel.
Dr. Koltin 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
(b) Pro forma financial information. Not Applicable
(c) Exhibits
Exhibit 10.1 Letter Agreement, dated February 5, 2006, between Safetek
International, Inc. and Yigal Koltin
Exhibit 10.2 Indemnity Agreement, dated February 5, 2006, between Safetek
International, Inc. and Yigal Koltin
Exhibit 10.3 Consulting Agreement, dated February 5, 2006, between Oriens Life
Sciences (Israel), Ltd. and Yigal Koltin
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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/ Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer
Date: February 9, 2006
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