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)
March 6, 2006
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
Ultra Fine Coating Systems, Inc., a subsidiary of UTEK Corporation (AMEX: UTK), was acquired by Trio Industries Group, Inc., in a tax-free stock-for-stock exchange. Trio Industries Group, Inc. issued 1,805,000 unregistered shares of common stock to UTEK Corporation in exchange for the issued and outstanding shares of Ultra Fine Coating Systems, 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.
Ultra Fine Coating Systems, Inc. holds an exclusive license to an innovative powder coating technology developed at the University of Western Ontario which allows for the complete fluidization of ultra fine particles down to nanometer size. The exchange was consummated on March 6, 2006 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: March 7, 2006 | UTEK CORPORATION | |
/s/ Carole R. Wright | ||
| Carole R. Wright | ||
| Chief Financial Officer | ||
