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): September 1, 2006
__________________________
FP Technology, Inc.
(Exact Name of Registrant as Specified in its Charter)
__________________________
Delaware | 0-28515 | 20-3446646 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| Incorporation or Organization) | | Identification No.) |
181 Wells Avenue, Suite 100
Newton, Massachusetts 02459
(Address of Principal Executive Offices) (Zip Code)
(617) 928-6001
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
FP Technology, Inc. (the “Company”) entered into a Consulting Agreement, dated as of September 1, 2006 (the “Agreement”), with Trident Growth Fund L.P. (“Trident”) pursuant to which Trident agreed to provide consulting services to the Company. Trident agreed to assist the Company in developing its business prospects and marketing materials, advise the Company with respect to possible financing transactions and provide such other services as may be agreed from time to time.
The term of the Agreement commenced on September 1, 2006 and continues for twelve months, and will automatically renew for additional six month periods unless either party provides prior written notice of termination to the other. Either party may also terminate the Agreement upon written notice to the other, with or without cause.
The Company is obligated to pay to Trident $10,000 upon execution of the Agreement and $2,000 per month for the first six months of the term of the Agreement. The Company also agreed to reimburse Trident for its reasonable out-of-pocket expenses incurred in connection with the services to be provided under the Agreement.
The Company also agreed to issue to Trident options, exercisable for five years, to purchase up to 1,000,000 shares of Common Stock of the Company at an exercise price of $7.00 per share. The option will be reduced to 600,000 shares in the event that the 12% Senior Secured Convertible Debenture No. 1, dated September 13, 2005, previously issued to Trident in the initial principal amount of $2,000,000 is repaid in full on or before September 12, 2007.
The form of the Agreement is furnished as an exhibit to this Report. The preceding description of the Agreement is summary in nature and does not purport to be complete. This summary should be read in connection with the exhibit hereto.
Item 3.02. Unregistered Sales of Equity Securities
The disclosure under Item 1.01 of this Report is hereby incorporated herein by reference.
The issuance of stock options to Trident referenced in Item 1.01 of this Report is not being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemption from registration under Section 4(2) of the Act and Regulation D promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description |
99.1 | Consulting Agreement, dated as of September 1, 2006 |
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.
FP TECHNOLOGY, INC.
Date: January 23, 2007 By: /s/ Stephen Peary
Stephen Peary
Chief Financial Officer
