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): October 2,2003
----------------
MURRAY UNITED DEVELOPMENT CORP.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-19048-NY 22-2856171
- ------------------ ---------------- -------------------
(State or other (Commission File IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
P.O. Box 224, Landing, New Jersey 07850
-------------------------------------------------------------
(Address of principal executive offices)
(908) 979-3025
------------------------------
(Registrant's telephone number including area code)
ITEM 5. Other Events.
- ------- -------------
In June 2002, we entered into an oral agreement with George H. Johnson
and William L. Johnson (the "Inventors") to develop a method and apparatus for
production of photo galvanic hydrogen (the "PGH Technology") and to prepare and
file a provisional patent application relating thereto (the "Provisional Patent
Application")in the U.S. Patent and Trademark Office ("PTO"). The Inventors
further agreed that, upon filing of the Provisional Patent Application, they
would negotiate with the Company for an assignment of all of their interest in
the PGH Technology and the Provisional Patent Application to the Company. In
consideration for the Inventors' services, the Company agreed to issue
to each of the Inventors 100,000 shares of the Company's Common Stock and to
register such shares with the Securities and Exchange Commission. The Company
subsequently formalized the oral agreement with the Inventors described above by
a written agreement (the "Technology Development Consulting Agreement") dated as
of June 1, 2002.
1
In July 2003, the Inventors filed the Provisional Patent Application
with the PTO. On October 2, 2003, the Company entered into a Technology
Assignment Agreement with the Inventors pursuant to which the Inventors agreed
to assign to the Company all of their rights in the PGH Technology, in the
Provisional Patent Application, and in all letters patent, both domestic and
foreign, that may be granted for the PGH Technology. In consideration for such
assignment, the Company agreed to grant to the Inventors a right of first
refusal to perform all consulting services derived from contracts and/or grants
entered into between the Company and third parties relating to the development
of the PGH Technology. We further agreed to reimburse the Inventors up to $5,000
for their out-of pocket expenses incurred for materials and supplies to build
apparatus relating to the PGH Technology and for collecting, and testing for,
the production of hydrogen.
Pursuant to the Technology Assignment Agreement, the Inventors executed
an Assignment of Invention & Patent Rights, dated October 2, 2003 (the
"Assignment"), under which the Inventors assigned to the Company their rights in
the PGH Technology, all applications for Letters Patent that may be filed for
the PGH Technology, and all Letters Patent for the PGH Technology in any
country. The Company intends to file such Assignment with the PTO as soon as
reasonably practicable.
By separate agreement dated as of October 2, 2003 but effective as of
July 18, 2003, we entered into Consulting Agreements with each of the Inventors
(the "Consulting Agreements") pursuant to which the Inventors agreed to assist
the Company in obtaining grants from and/or contracts with third parties for
research and development relating to the PGH Technology and in obtaining a
patent on the technology described in the Provisional Patent Application.
In consideration for such services, we agreed to issue to each of the
Consultants 100,000 shares of the Company's Common Stock upon receipt of grants
or contracts resulting in at least $250,000 of revenue to the Company and an
additional 100,000 shares of Common Stock upon the grant by the PTO of a patent
on the PGH Technology. If issued, all such shares of Common Stock will be
"restricted securities" and may therefore not be sold or transferred other than
in accordance with an exemption from the registration requirements of applicable
federal and states securities laws. The term of the Consulting Agreements is
from the effective date of the agreement until the services have been completed.
However, the Company will have the right to terminate the Consulting Agreements
if a patent on the PGH Technology has not been issued by the PTO on or before
July 18, 2005.
There is no material relationship between either of the Inventors and
the Company, any director or officer of the Company, or any associate of such
directors and officers.
We intend to enter into an arrangement with The Pennsylvania Technology
Consortium to produce prototypes of the apparatus for production of photo
galvanic hydrogen. Mr. Robert Van Dine, the President of the Company, is a
principal owner of The Pennsylvania Technology Consortium. No terms of our
proposed arrangement with The Pennsylvania Technology Consortium have been
agreed upon. However, the Company intends that any such terms will be comparable
to those that may be obtained from an unaffiliated third party.
The filing of a provisional patent application preserves a priority
filing date; however, it is not examined by the PTO for patentability. In order
to obtain a patent on the PGH Technology, we are required to file a
non-provisional patent application on or before July 18, 2004. Although we
intend to file a non-provisional application on or before the above date, we
cannot provide any assurances that we will finally be able to obtain a patent on
the PGH Technology.
2
ITEM 7. Financial Statements, Pro Forma Financial Statements
and Exhibits.
- ------- ----------------------------------------------------
c) Exhibits.
(10) Material Contracts
(a) Technology Development Consulting Agreement dated as of June
1, 2002 between the Company and George H. Johnson and
William L. Johnson
(b) Technology Assignment Agreement dated as of October 2, 2003
between the Company and George H. Johnson and William L.
Johnson
(c) Assignment of Invention & Patent Rights dated October 2,
2003 from George H. Johnson and William L. Johnson to the
Company
(d) Consulting Agreement dated as of October 2, 2003 between the
Company and William L. Johnson
(e) Consulting Agreement dated as of October 2, 2003 between the
Company and George H. Johnson
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.
Dated: October 15, 2003
MURRAY UNITED DEVELOPMENT CORP.
By: / s / Dwight Foster
--------------------------------------
Dwight Foster, Chief Executive Officer
3
EXHIBIT INDEX
(10) Material Contracts
(a) Technology Development Consulting Agreement dated as of June 1,
2002 between the Company and George H. Johnson and William L.
Johnson
(b) Technology Assignment Agreement dated as of October 2, 2003
between the Company and George H. Johnson and William L. Johnson
(c) Assignment of Invention & Patent Rights dated October 2, 2003
from George H. Johnson and William L. Johnson to the Company
(d) Consulting Agreement dated as of October 2, 2003 between the
Company and William L. Johnson
(e) Consulting Agreement dated as of October 2, 2003 between the
Company and George H. Johnson