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): May 16, 2006
SAFETEK INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 033-22175 75-2226896
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
23 Aminadav St. Tel Aviv, Israel 67898
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(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. On
May 16, 2006, the Investors purchased an additional $250,000 in Notes and
received Warrants to purchase 333,332 shares of the Company's common stock. The
Company received net proceeds of $217,500.00, after deducting expenses of
$32,500.00. In addition, the Investors are obligated to provide the Company with
an additional $250,000 to 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 May 16, 2006,
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 $0.09 and, therefore, the conversion price for the secured
convertible notes was $0.45. Based on this conversion price, the $750,000 Notes,
excluding interest, were convertible into 16,666,667 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 $.15 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.
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 and on May 16, 2006 with respect to
$250,000 of the Notes. As of the date hereof, the Company is obligated on
$500,000 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 8.01 OTHER EVENTS
The Board of Directors has determined not to solicit proxies at this
present time pursuant to the Definitive Proxy Statement filed by the Company
with the Securities and Exchange Commission on May 8, 2006 (the "Proxy
Statement"). The Proxy Statement had been filed for the purpose of soliciting
proxies for a special meeting of the shareholders scheduled to be held on May
31, 2006 (the "Special Meeting"). The Board of Directors has currently
determined to cancel the Special Meeting and, therefore, it is no longer
necessary for proxies to be solicited pursuant to the Proxy Statement. If the
Board of Directors determines to reschedule the Special Meeting at a later date,
a new proxy statement will be filed by the Company with the Securities and
Exchange Commission. Neither copies of the Proxy Statement nor any other proxy
materials regarding the Special Meeting have been mailed to any of the Company's
shareholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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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 (1)
10.2 Form of Callable Secured Convertible Note dated November 18,
2005 (1)
10.3 Form of Stock Purchase Warrant dated November 18, 2005 (1)
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 (1)
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 (1)
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 (1)
10.7 Form of Callable Secured Convertible Note dated May 16, 2006
10.8 Form of Stock Purchase Warrant dated May 16, 2006
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(1) Incorporated by reference to the exhibits to Registrants Form 8-K filed on
November 28, 2005.
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: May 18, 2005 By:/s/Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer