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): August 8, 2006
COMPUPRINT, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 333-90272 56-1940918
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 Park Avenue, 16th Floor, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 286-9197
Not applicable
(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 obligations 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 240.313e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Further Modification to Protocol Agreement
On August 8, 2006, CompuPrint, Inc., and its subsidiaries, Terra Insight
Corporation and Terra Resources, Inc. (collectively, the "Company") entered into
an agreement with Kiev Investment Group and Enficon Establishment, entitled
Further Modification to Protocol Agreement, dated as of August 4, 2006 (the
"Further Modification"). The Further Modification relates to, modifies, amends
and supplements the terms of the parties' Protocol Agreement dated April 5, 2006
(the "Protocol") and Modification to Protocol Agreement entered June 16, 2006
(the "Modification"). The Further Modification was made without prejudice to
rights under the Protocol Agreement as previously modified.
Pursuant to the Modification Agreement, among other things:
(1) Kiev Investment Group agreed to cure the breaches of its commitments
under the Protocol Agreement within two weeks of receipt from notice
of the Company of a specified level of oil production from a well in
Texas (the "Bellows Well"); and
(2) Kiev Investment Group agreed to deposit in escrow with the Company
$900,000, to be received on or before the earlier of July 10, 2006 or
within 48 hours of written notice, whichever occured first, to be used
to fund completion costs of a test well being drilled in Nevada (the
"Sage Well"). The deposit has not been paid into escrow. In the event
of approved increases for expenditure as to the Sage Well, Kiev
Investment Group agreed to provide the funding for such increases in a
reasonably prompt manner. A cash call was made, and, on July 19, 2006,
Kiev Investment Group and Enficon Establishment paid $350,000 pursuant
to the cash call in connection with the Sage Well.
The Company agreed to the Further Modification, also without prejudice, and
provided Kiev Investment Group and Enficon Establishment agreed to fund the
$680,000 cash call, which was made on July 31, 2006, and other cash calls, and
to provide the funding pursuant to the Protocol, particularly the non-debt
securities purchases from the Company shortly after the Sage Well completion
decision.
In furtherance of the Further Modification, on August 10, 2006, Kiev Investment
Group paid the $680,000 cash call in connection with the Sage Well. Under the
Further Modification, all rights were reserved, and the parties agreed to modify
the payout structure with respect to revenues derived from the Sage Well, such
that:
(1) investments for the Bellows Well in TexTerra Exploration Partners, LP
and investments in Tierra Nevada Exploration Partnerss, LP for the
Sage Well are first fully recouped;
(2) thereafter, the Company will receive payment of its 5% overriding
royalty; and
(3) thereafter, the remaining revenues are to be allocated 75% to Kiev
Investment Group and 25% to the Company.
Kiev Investment Group informed the Company that it is prepared to perform its
contractual obligations to purchase the Company's non-debt securities pursuant
to the Protocol if the Sage Well physically proves to be commercial, and does
not intend to purchase the non-debt securities until after the Sage Well starts
producing oil, unless during tests significantly higher future production volume
or substantial reserves are ascertained. Kiev Investment Group further informed
the Company that if the Sage Well is not commercially viable, Kiev Investment
Group would ask the Company for repayment of all convertible debentures at
maturity and the return of its investment in the projects. Alternatively, if
Kiev Investment Group and/or Enficon Establishment chose not to provide the
further funding set forth in the Protocol after the Sage Well completion
decision, but otherwise fulfill their contractual obligations, Kiev Investment
Group and Enficon Establishment would receive the 75% revenue allocation for the
life of the Sage Well.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit Description
Number of Exhibit
- ------- -----------
10.1* Further Modification to Protocol Agreement, entered August 8, 2006
- -----
* Filed herewith.
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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.
COMPUPRINT, INC.
Date: August 14, 2006
By: /s/ Roman Rozenberg
--------------------
Roman Rozenberg
Chief Executive Officer
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