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 6, 2008
CHAPEAU, INC.
(Exact name of registrant as specified in its charter)
| Utah | 033-01289-D | 87-0431831 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| | | |
| 1190 Suncast Lane, Suite 2, El Dorado Hills, California | 95762 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (916) 939-8700
Not Applicable
(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 (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 1.02 Termination of a Material Definitive Agreement
Chapeau, Inc. (“Chapeau” or the “Registrant”) and Cummins Power Generation Inc. (“Cummins”) have executed an agreement (“Termination Agreement”) effective as of February 6, 2008 to terminate that certain Strategic Alliance Agreement dated December 29, 2006 (the “Agreement”) between Cummins and Chapeau. Under the terms of the Agreement, among other things, certain products were to be provided from Cummins to Chapeau for incorporation into prototype Chapeau EnviroGen™ Energy Modules. The Agreement provided that testing of such prototypes was to commence on or before November 30, 2007, with an automatic extension of 90 days to February 28, 2008 should there be any delays by either party. The Agreement further provided that additional 90 day extensions may be granted as mutually agreed. Based on certain product delivery delays, Chapeau notified Cummins of Chapeau’s intention to cancel the Agreement and requested early termination of the Agreement, subsequent to which notification the parties have agreed to mutually terminate the Agreement.
The Termination Agreement terminates each party’s respective obligations under the Agreement, except for certain provisions set forth in the Agreement, including indemnification and confidentiality, which expressly survive termination.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including uncertainty arising from the fact that the letters represent non-binding commitments and uncertainty as to whether the support to be provided will enable the Company to achieve its business objectives. As a result of these and other risks, uncertainties and factors, our actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. Our Annual Report on Form 10-K and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
