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 27, 2008
| CELLTECK, INC. |
|
| (Exact name of registrant as specified in its charter) |
|
Nevada | 000-53246 | 98-0550353 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) |
417 Exeter Road London, ON Canada | N6E 2Z3 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (866) 465-3946 |
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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
CellTeck Inc. (the “Company”) has entered into a Master Separation and Distribution Agreement dated as of July 23, 2008 with, China Ivy School, Inc. (“China Ivy”), and Safe Cell Tab, Inc. (“Safe Cell”), a British Columbia corporation and a wholly-owned subsidiary of China Ivy, pursuant to which China Ivy will transfer to the Company, all of its ownership interest in Safe Cell, and other assets, liabilities, businesses and employees currently primarily related to the business of Safe Cell (the foregoing transactions, together with the distribution of shares to stockholders of China Ivy in the merger described in the following sentence are herein collectively referred to as the “Spin-Off”). On the effective date of the Spin-Off, Safe Cell will be merged with and into the Company, pursuant to an Agreement and Plan of Merger by and among the Company, Safe Cell and China Ivy, with each stockholder of Chin a Ivy as of 5:00 p.m., Eastern Time, on July 31, 2008, receiving one share of the Company’s common stock for each share of China Ivy common stock then held. On July 31, 2008, an Information Statement was sent to China Ivy stockholders as of that date advising them of the Spin-Off.
The foregoing description of the Spin-off transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Information Statement with exhibits, which is filed as Exhibit 99.1 hereto.
Additional Information and Where to Find It
You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 31, 2008, China Ivy spun off its wholly owned subsidiary Safe Cell. In connection with the Distribution, China Ivy transferred to the Company all of its ownership interest in Safe Cell and other assets, liabilities, businesses and employees currently primarily related to Safe Cell operations. The Distribution was completed August 21, 2008 by making a pro rata distribution to China Ivy’s stockholders of all of the outstanding shares of common stock of the company.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.
Item 8.01 Other Events
A copy of the Company’s Information Statement, dated July 14, 2008, is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Information and Exhibits
(c) Exhibits
Exhibit Number
Description
10.1*
Master Separation and Distribution Agreement is entered into as of July 23, 2008, by and among the Company, Safe Cell Tab, Inc. and China Ivy School, Inc.
10.2*
Agreement and Plan of Merger dated July 23, 2008 by and among the Company, China Ivy School, Inc. and Safe Cell Tab, Inc.
99.1*
Information Statement of the Company, dated July 14, 2008 (incorporated herein by reference to Exhibit 99.1 to Amendment No. 2 to the Company’s Form 10 (Commission File No. 000-53246) filed July 14, 2008)
* Previously filed.
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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.
Date: August 27, 2008 CELLTECK INC.
Name: /s/ Gus Rahim
Gus Rahim
Title: President
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