Energtek - Current report filing (8-K)
October 02 2007 - 4:28PM
Edgar (US Regulatory)
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): September 26, 2007
(Exact
name of Registrant as specified in its charter)
Nevada
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000-51249
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42-1708652
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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c/o
David
Lubin & Associates, PLLC
26
East
Hawthorne Avenue
(Address
of principal executive offices)
(Registrant's
Telephone Number, Including Area Code)
(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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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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.
Energtek
Inc. (the “Company”) entered into a Management Services Agreement with EuroSpark
S.A., a Belgian corporation (“EuroSpark”), dated September 30, 2007 (the
“Management Agreement”). Pursuant to the terms and provisions of the Management
Agreement, for a period of one year beginning on September 1, 2007, EuroSpark
shall provide operational and financial management services to the Company
through Lev Zaidenberg as an independent contractor and manager. After September
1, 2008, and on each subsequent anniversary, the Management Agreement shall
be
automatically extended for an additional one year period unless a party serves
the other with written notice that the term shall not be extended.
As
previously disclosed, Mr. Zaidenberg has been elected President of the Company.
In accordance with the Management Agreement, Mr. Zaidenberg shall devote up
to
two-thirds of his business time towards providing management services to the
Company. In exchange, the Company shall pay the sum of €6,600 Euros to EuroSpark
on a monthly basis. In addition, EuroSpark and/or Mr. Zaidenberg shall be
entitled to receive equity based stock options and additional bonuses on the
same basis as the other members of the management of the Company, as the Board of Directors of the Company
may determine. During the term and upon
termination of this Management Agreement, EuroSpark and Mr. Zaidenberg are
subject to non-competition and non-solicitation provisions and have agreed
not
to disclose the Company’s confidential and proprietary information.
For
all the
terms and provisions of the Management Agreement, dated September 30, 2007,
between Energtek Inc. and EuroSpark, reference is hereby made to the copy of
such agreement annexed hereto as
Exhibit 10.8
.
Section
2 - Financial Information
Item
2.01.
Completion
of Acquisition or Disposition of Assets.
On
September 26, 2007, Ukcyl Ltd., a wholly-owned subsidiary of Energtek Inc.,
(“Ukcyl”) entered into an agreement with Dynatech Furnaces (Bombay) Pvt. Ltd.
(“Dynatech”) to purchase a high pressure steel seamless Cylinder Heat Treatment
Furnace Line (the “Agreement”). Ukcyl is to pay a total purchase price of
$190,000, which will be paid in three installments at specified intervals.
The
first installment, in the amount of $85,000, shall be paid to Dynatech within
10
weeks following execution of the Agreement. Upon payment of this first
installment, the two directors of Dynatech will execute a personal guarantee,
guaranteeing the performance of Dynatech pursuant to the Agreement. This
guarantee shall be in the amount of $85,000 and will be expire upon the
inspection by Ukcyl of the equipment at Dynatech’s facility in India.
Pursuant
to the terms and provisions of the Agreement, on or before January 31, 2008,
Dynatech is to prepare the equipment for inspection and testing by Ukcyl at
Dynatech’s facility in India. Upon inspection and approval of the equipment,
Dynatech
shall
dismantle the equipment and prepare it for shipment to Ukcyl’s facility in the
Ukraine. Upon completion of the inspection in India, Dynatech shall receive
a
second installment of the purchase price in the amount of $75,000.
Upon
arrival of the equipment in the Ukraine, Dynatech shall assist in the
installation and testing of the equipment at Ukcyl’s facility. Following
installation and the initial operation of the equipment in Ukcyl’s Ukrainian
facility, Dynatech shall be paid $30,000 representing the balance of the
purchase price. In the event the equipment does not conform to the
specifications required pursuant to the Agreement, Dynatech shall pay damages
in
the amount of $160,000. The payment of such damage amount does not limit any
other legal rights and remedies available to Ukcyl.
The
equipment purchased is subject to a one year warranty as of the date of
installation and commencement of operation in Ukcyl’s facility. In addition, for
a period of three years following installation, Dynatech shall provide technical
support with respect to the operation of the equipment.
For
the
terms and provisions of the Agreement dated September 26, 2007 between Ukcyl
and
Dynatech, reference is hereby made to the copy of such agreement annexed hereto
as
Exhibit 10.9
.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(a)
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Financial
Statements of business acquired. Not
applicable
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(b)
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Pro
forma financial information.
Not
applicable
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Management
Services Agreement between Energtek Inc. and EuroSpark S.A., dated
September 30, 2007.
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Agreement
dated September 26, 2007, by and between Ukcyl, Ltd. and Dynatech
Furnaces
(Bombay) Pvt. Ltd. Portions of this exhibit have been omitted pursuant
to a
request for confidential treatment and have been filed separately
with the
Securities and Exchange Commission.
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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:
October 2, 2007
ENERGTEK,
INC.
(Registrant)
Name:
Doron
Uziel
Title:
Chief
Executive Officer
Energtek (CE) (USOTC:EGTK)
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