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): November 25, 2015
ABAKAN INC.
(Exact name of registrant as specified in its charter)
Nevada
000-52784
98-0507522
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
c/o Robert W Seiden, Receiver over Abakan, Inc.: 1120 Avenue of the Americas, 4th Floor, New
York, New York, 10036
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 626-6708
(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:
□
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))
1
ITEM 8.01 – OTHER EVENTS
On September 24, 2015, the United States District Court for the Southern District of New York (the “New
York Court”) appointed Robert W. Seiden as the receiver (the “Receiver”) over Abakan Inc. (“Abakan”) and,
prior to this on August 18, 2015, the same New York Court appointed Robert W. Seiden Receiver over
MesoCoat, Inc. (“MesoCoat”), both in the matter captioned George Town Associates S.A. v. Abakan, Inc. and
MesoCoat, Inc., case number 15-cv-3435. The matter is pending before the New York Court, as previously
reported in the Form 8-K filed by Abakan with the Securities and Exchange Commission on September 25,
2015.
On December 16, 2015 at 3:30 p.m. EST, the New York Court will conduct a fairness hearing to consider
proposed transactions for settlement of the receivership. The Receiver has been reviewing and continues to
review several proposed written offers for settlement transaction that he intends to present to the New York
Court for consideration before the fairness hearing. As of the date of this Current Report on Form 8-K,
proposals have been submitted by George Town Associates, S.A. (“George Town”), Liquidmetal Coatings
Inc. and a China-based company Jiangxi Hengda Group. The proceeding is open to the public at the United
States Courthouse for the Southern District of New York at 500 Pearl Street in lower Manhattan in
courtroom 15B. The New York Court has entered a scheduling order that permits any “creditor or other
interested party” to file opposition to the above-mentioned proposals with the New York Court no later than
Monday, December 7, 2015. As per court order, any such opposition can be sent to Geoffrey Aaronson, Esq.
(gaaronson@aspalaw.com) and Tamara McKeown, Esq. (tmckeown@aspalaw.com) at Aaronson Schantz
Beiley P.A., 100 S.E. 2nd Street, Miami, Florida 33131, 786-594-3528.
So far the George Town proposal has been filed with the New York Court and it is entitled the Satisfaction
and Transaction Agreement (the “Agreement”). If it is approved by the Court, in settlement of their law suits
against Abakan, George Town and Sonoro Invest S.A. (“Sonoro”) (a senior creditor of Abakan) will receive
(i) all of the stock and ownership in MesoCoat, free and clear of all liens, claims and encumbrances and (ii)
all claims, causes of action, judgments and suits accruing prior to the effective date of the Agreement that
MesoCoat and Abakan may have against third parties. In addition, this transaction would alleviate MesoCoat
of the debt it owes to its largest creditors and enable it to continue as a going-concern. The other two
proposed transactions are being finalized for submission to the Receiver for evaluation and provision to the
New York Court in advance of the fairness hearing.
ITEM 1.03
BANKRUPTCY OR RECEIVERSHIP.
On November 5, 2015, certain creditors of Abakan and certain creditors of MesoCoat filed Chapter 11
involuntary bankruptcy petitions in the United States Bankruptcy Court for the Southern District of Florida
(the “Florida Bankruptcy Court”). On November 19, 2015, the Florida Bankruptcy Court ruled that an
automatic stay does not arise upon the filing of an involuntary petition. George Town and Sonoro, moved to
dismiss the petitions against Abakan and MesoCoat in the Florida Bankruptcy Court, arguing that they were
filed in bad faith, and have further requested that the Abakan petition be converted to a liquidating Chapter 7
petition. Petitioning creditors dispute these allegations and object to the proposed Satisfaction Agreement.
Adjudication of the involuntary petitions and other matters has been adjourned for an evidentiary hearing on
January 13, 2016 at 10:00 a.m. EST before the Florida Bankruptcy Court.
2
The cases in the Florida Bankruptcy Court are filed under the headings In re: MesoCoat, Inc., Case No. 15-
29607-AJC and In re: Abakan, Inc., Case No. 15-29606-AJC.
For any questions of the Abakan and MesoCoat Receiver, please contact David G. Liston, Esq., general
counsel to the Receiver, at 212-822-0160, or Thomas Messana, Esq., bankruptcy counsel to the Receiver at
954-712-7400.
For any questions of counsel for the petitioning unsecured creditors, please contact Linda Leali, Esq. at 305-
341-0671.
For any questions of counsel for the Abakan board of directors, please contact Geoffrey Aaronson, Esq. at
786-594-3528.
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is attached as part of this report:
Exhibit
Page
No.
No.
Description
99.1
Attached
Press Release dated November 25, 2015.
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.
Abakan Inc.
Date
By: /s/Robert W. Seiden, Esq.
November 25, 2015
Name: Robert W. Seiden, Esq.
Court Appointed Receiver
3
