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 OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 2, 2005
COHESANT TECHNOLOGIES INC.
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(Exact name of registrant as specified in its chapter)
DELAWARE 1-13484 34-1775913
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
5845 W. 82ND STREET, SUITE 102
INDIANAPOLIS, INDIANA 46278
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 871-7611
ITEM 1.02. TERMINATION OF MATERIAL DEFINITIVE AGREEMENTS
At the November 2, 2005 Board of Directors meeting, the Directors
approved a termination of the Financial Advisory Agreement with Clarion Capital
Corporation, an entity controlled by Morton A. Cohen, a Company Director,
effective November 30, 2005. Under the Agreement, Clarion received compensation
of $52,000 per annum. A portion of the management services provided by Clarion
will now be provided by Drummond Road LLC, an entity controlled by Morris
Wheeler, the Company's CEO, under an amended administrative services agreement.
The current administrative services agreement with Drummond Road provides for
office space and office administrative support at an annual cost of $50,000.
Effective December 1, 2005, compensation to Drummond will increase to $86,667
per annum. The revised agreement will have a term of six-months, renewable by
the parties on a month-to-month basis thereafter. The revised agreement will be
filed with the Company's Form 10-KSB for the fiscal year ending November 30,
2005.
At the Board meeting, the Directors also authorized the repurchase of up
to 30,200 shares of Common Stock at $8.00 per share (the volume weighted average
sale price over the prior 10 trading days) from key employees, the proceeds of
which would have been used to pay at the November 5, 2005 maturity the debt due
the Company from such individuals relating to their 2001 restricted stock
purchases. The employees declined the Company's offer and repaid their notes
using other funds.
ITEM 8.01. OTHER EVENTS.
On November 3, 2005, the Company announced its semi-annual dividend of $0.135
per share payable on November 30, 2005 to stockholders of record on November 18,
2005. The Press Release is attached hereto as Exhibit 99.1
ITEM 9.01. EXHIBITS
The following exhibit is furnished pursuant to Item 8.01, is not to be
considered "filed" under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and shall not be incorporated by reference into any of
Cohesant Technologies Inc.'s previous or future filings under the Securities Act
of 1933, as amended, or the Exchange Act.
(c) Exhibits.
99.1 - Press Release dated November 3, 2005.
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.
COHESANT TECHNOLOGIES INC.
Date: November 4, 2005 By: /s/ Robert W. Pawlak
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Robert W. Pawlak, Chief Financial Officer