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): March 27, 2006
SAFETEK INTERNATIONAL, INC.
(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)
+972-3-561-3465
(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
Section 8 - Other Events
Item 8.01 Other Events.
As previously disclosed, on August 10, 2005, Safetek International, Inc. (the
"Registrant") and Serapis Technologies Inc., a Delaware corporation, and its
subsidiary, Serapis Biotech Ltd. (collectively referred to as "Serapis"),
entered into a Term Sheet pursuant to which the Registrant would, at closing,
purchase from Serapis its intellectual property relating to chemical compounds
designed to affect membrane receptor activity. Serapis agreed to an exclusivity
period until September 30, 2005. The terms and conditions of the term sheet are
more fully discussed in the Registrant's Form 8-K, dated August 10, 2005 and
filed with the Securities and Exchange Commission on August 11, 2005.
As previously disclosed, on December 1, 2005, the Registrant and Serapis entered
into a letter agreement (the "Letter Agreement") extending the date by which a
definitive agreement must be agreed to until May 31, 2006. Pursuant to the
Letter Agreement, the Registrant is entitled to purchase from Serapis certain
biological materials at prices specified therein. Pursuant to the Letter
Agreement, the Registrant also agreed to loan to Serapis $30,000. If a
definitive agreement is not signed by the Registrant and Serapis on or before
May 31, 2006, then the amounts loaned shall be repaid to the Registrant upon its
request. The terms and conditions of the Letter Agreement are more fully
discussed in the Registrant's Form 8-K, dated December 1, 2005 and filed with
the Securities and Exchange Commission on December 5, 2005.
On March 27, 2006 the Registrant, through its subsidiary, Oriens Life Sciences
Ltd., exercised its right under the Letter Agreement to purchase from Serapis
certain biological materials for the development of assays. With these
biological materials, the Registrant intends to develop a technology that will
assist and accelerate the identification of new generation of lead compounds
stimulating the activity of muscarinic receptors, for the development of new
therapies for variety of diseases such as Alzheimer's disease, glaucoma, and
over active bladder. The purchase price paid by the Registrant to Serapis for
the purchase of such biological materials was $100,000. The purchase price was
paid by the forgiveness of $29,906 of debt owed to the Registrant from Serapis,
and the balance of to be paid to Serapis in twelve equal and consecutive monthly
installments, commencing on the date the letter agreement was signed.
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 10.4 Amendment, dated March 27, 2006, between the Registrant and
Serapis Technologies Inc
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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.
Date: March 27, 2006
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer
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