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): September 26, 2005
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CEMENTITIOUS MATERIALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-49901 87-064635
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19 East 200 South, Suite #1080, Salt Lake City, Utah 84111
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 322-3401
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))
FORM 8-K
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On September 26, 2005, Cementitious Materials, Inc. entered into an
Agreement and Plan of Merger with NaturalNano, Inc., a Delaware corporation. The
agreement contemplates that our newly created, wholly-owned subsidiary,
Cementitious Acquisitions, Inc., will be merged with and into NaturalNano with
NaturalNano being the surviving entity. As a result of the transaction,
NaturalNano will become our wholly-owned subsidiary.
Under the terms of the merger agreement, each outstanding share of
NaturalNano common stock will be exchanged for 4.4919378 shares of our
authorized but previously unissued common stock common stock, resulting in the
issuance 44,919,378 shares of our common stock. Pursuant to the agreement, we
will also issue options and warrants for the purchase of an aggregate of
4,950,000 shares of our common stock to the holders of outstanding NaturalNano
stock options and warrants, in consideration for the cancellation of such stock
options and warrants. Additionally, we will issue 10,469,600 shares of our
common stock in consideration for the conversion of certain NaturalNano
convertible debt. As a result of these issuances, the current holders of
NaturalNano common stock and convertible notes will hold, in the aggregate,
approximately 92% of the total number of shares of our common stock outstanding
after the merger. Upon the closing of the merger, all of our current directors
and executive officers will resign and the current directors and executive
officers of NaturalNano will be appointed to fill the vacancies created by such
resignations.
On September 23, 2005 and in connection with the merger agreement, our
board of directors approved an amendment to our articles of incorporation to (a)
increase our authorized capitalization to 100 million shares of common stock and
10 million shares of "blank check" preferred stock, and (b) effective upon the
consummation of the merger, to change our corporate name to "NaturalNano, Inc."
Our board also approved the adoption of a new stock incentive plan permitting
the issuance of up to 7 million shares of our common stock to our employees,
directors and consultants. The amendment to our articles of incorporation and
the stock incentive plan were approved by the written consent of stockholders
owning a majority of our outstanding common stock.
Completion of the acquisition of NaturalNano will result in a change in
control of our company and the assumption by us of NaturalNano's assets,
liabilities and operations. We have made customary representations, warranties
and covenants in the merger agreement and consummation of the merger is subject
to various customary conditions.
NaturalNano is a development stage company whose primary business is
processing, developing and commercializing naturally occurring nanoscale
materials. Its efforts are currently directed toward research and development
for the future production and marketing of its proprietary technologies in the
following fields:
o Developing state-of-the art, proprietary processes for extracting and
separating halloysite nanotubes from halloysite clay;
o Developing commercial applications for halloysite nanotubes,
specifically for the following application areas:
o Material additives for polymers, plastics, and composites;
o Cosmetics and other personal care products;
o Absorbent materials; and
o Pharmaceuticals and medical device additives and coatings.
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o Engaging in business alliances with other organizations to bring
nanoscale materials to market.
In connection with the proposed merger, we will prepare an information
statement for our stockholders to be filed with the SEC. The information
statement will be furnished only to inform our stockholders of the actions
described above before they take effect. We will not ask our stockholders for a
proxy and they are requested not to send us a proxy. The information statement
and other relevant documents filed with the SEC will be available free of charge
at the SEC's website, www.sec.gov. Our stockholders will also be able to obtain
copies of the information statement and other relevant documents free of charge
by directing their requests to Cementitious Materials, Inc., 19 East 200 South,
Suite #1080, Salt Lake City, Utah 84111, Attention: Investor Relations.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger with NaturalNano, Inc.,
Cementitious Materials, Inc. and Cementitious Acquisitions,
Inc.
Note about Forward-looking Statements
Statements contained in this current report which are not historical facts,
including all statements regarding the consummation of the acquisition of
assets, may be considered "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based
on current expectations and the current economic environment. Cementitious
Materials., Inc. cautions the reader that such forward-looking statements are
not guarantees of future performance. Unknown risks and uncertainties as well as
other uncontrollable or unknown factors could cause actual results to materially
differ from the results, performance or expectations expressed or implied by
such forward-looking statements.
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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.
CEMENTITIOUS MATERIALS, INC.
Date: September 30, 2005 By /S/ EDWARD F. COWLE
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Edward F. Cowle
President and Chief Executive Officer
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger with NaturalNano, Inc.,
Cementitious Materials, Inc. and Cementitious Acquisitions,
Inc.
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