UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report: September 16, 2010
Date of Earliest Event Reported)
REGENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-09519 84-0807913
(State or other jurisdiction (Commission File No.) (IRS Employer or ID #)
of incorporation)
5646 Milton Street, Suite 722
Dallas, Texas 75206
(Address of principal executive offices)
(214) 694 2227
(Registrant's telephone number, including area code)
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))
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Regent Technologies, Inc. ("Regent")
from time to time with the Securities and Exchange Commission (collectively the
"Filings") contain or may contain forward looking statements and information
that are based upon beliefs of, and information currently available to, Regent's
management as well as estimates and assumptions made by Regent's management.
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by or on behalf of the Company. The
Company and its representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the Company's shareholders and news releases. All statements that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition, other written or oral statements,
which constitute forward-looking statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates", "projects", "forecasts", "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements. Management cautions that forward-looking statements are subject to
risks and uncertainties that could cause our actual results to differ materially
from projections in such forward-looking statements.
In this Form 8-K, references to "we," "our," "us," the "Company," or "Regent"
refer to Regent Technologies, Inc., a Colorado corporation.
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Item 1.01. Entry into Material Definitive Agreement.
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Property TransferAgreement
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On September 16, 2010, Regent Technologies, Inc., agreed to the terms of a
Property Transfer Agreement (the "Transfer Agreement") with David A. Nelson
and Signature Investor Group, LC ("SIG"). Pursuant to the agreed terms of the
Transfer Agreement, Mr. Nelson and SIG will transfer to the Company, or its
designated subsidiary, certain oil and natural gas property interests (the "Oil
and Gas Interests") located in Hill County and Coke County, Texas, plus related
oil and gas equipment, permits and licenses in exchange for debt forgiveness and
newly issued restricted common stock of Regent in the amount of 13.5 million
shares. The Oil and Gas Interests include a 100% working interest and 75% net
revenue interest in 66.574 gross acres which are reported by an independent
engineering firm to contain non-producing, proven oil and gas reserves of 70.54
thousand barrels of oil. The valuation of the transaction was based primarily
on 50% of the future discounted net cash flow (PV-10) amount of approximately
$2 million from the wells to be drilled and produced on the leaseholds and the
forgiveness of debt in the amount of $72,200.
Upon consummation of the Transfer Agreement (the "Transfer"), Mr. Nelson will
own or control approximately 80.3% of the outstanding common stock of the Com-
pany. Because the properties will be acquired from, and the consideration will
be paid to related parties of the Company, the transaction will be recorded for
book and tax purposes at the carryover basis of the related parties.
The parties have agreed to use their reasonable commercial efforts to cause the
closing of the Transfer to occur on or prior to September 30, 2010 or as soon
thereafter as reasonably practicable, including the execution of all necessary
leasehold assignments.
Regent Technologies, Inc. is a technology-focused company that utilizes emerging
proprietary technologies to impact the global energy industry. Regent operates
through two divisions: Natural Resources and Energy Technology Development. Our
vision is to achieve significant results through technology enhancements in both
energy development and innovations that support energy production. Our mission
is to exploit our proprietary advantages to increase shareholder value while
promoting responsible energy now and in the future.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Regis-
trant has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: September 16, 2010
REGENT TECHNOLOGIES, INC.
By: /s/ David L. Ramsour
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David L. Ramsour
Secretary and Director