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 15, 2005
UTEK CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15941 | 59-3603677 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
202 South Wheeler Street
Plant City, FL 33563
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code) (813) 754-4330
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)) |
Item 8.01. OTHER EVENTS
Separation and Recovery Technologies. Inc. a 100% owned subsidiary of UTEK Corporation (AMEX: UTK), was acquired by Inseq Corporation (OTCBB:INSQ), in a tax-free stock-for-stock exchange. Inseq Corporation issued 434,782,608 unregistered shares of common stock to UTEK Corporation in exchange for 100% of the issued and outstanding shares of Separation and Recovery Technologies Inc. The shares acquired in the exchange are restricted and may only be resold pursuant to the requirements of the Securities Act of 1933. The value of the consideration will be determined based on a valuation in accordance with UTEK’s valuation policy as of the closing date of the transaction.
Separation and Recovery Technologies. Inc. holds certain exclusive rights to a new patented technology for the separation of plastics from solid wastes and non-exclusive rights to the technology for the separation of plastics from electronic equipment and white appliances. The new technology was developed by Argonne National Laboratory under a contract with the U.S. Department of Energy. The amount of consideration was determined by arms-length negotiations between the parties. The exchange was consummated on September 15, 2005 in accordance with applicable law.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| (a) | Not applicable. |
| (b) | Not applicable |
| (c) | Not applicable |
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: September 20, 2005 | UTEK CORPORATION | |
/s/ Carole R. Wright | ||
| Carole R. Wright | ||
| Chief Financial Officer | ||
