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)
February 12, 2007
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.) |
2109 Palm Avenue
Tampa, FL 33605
(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 |
SeroTonin Solutions, Inc., a subsidiary of UTEK Corporation (AMEX & LSE-AIM: UTK), was acquired by Liberty Diversified Holdings, Inc., in a tax-free stock-for-stock exchange. Liberty Diversified Holdings, Inc. issued 63,981 shares of convertible preferred stock to UTEK Corporation in exchange for 93.25% of the issued and outstanding shares of SeroTonin Solutions, 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.
SeroTonin Solutions, Inc. has recently entered into a license agreement with BackBay Scientific, Inc. for Serotrim®. Serotrim is a patented pre-meal appetite control drink developed by Dr. Judith Wurtman, a research scientist at the Massachusetts Institute of Technology.
The exchange was consummated on February 12, 2007 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: February 14, 2007 | UTEK CORPORATION | |
/s/ Carole R. Wright | ||
| Carole R. Wright | ||
| Chief Financial Officer | ||
