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: May 4, 2001
(Date of Earliest Event Reported)
Safetek International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
33-22175 75-2226896
(Commission File Number) (I.R. S. Employer Identification No.)
Safetek International, Inc.
5509 11th Avenue
Brooklyn, New York 11219
(Address of Principal Executive Offices) (Zip Code)
(718) 436 - 8246
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 25, 2001, for the sum of $450,000.00, the Company's wholly-owned
subsidiary, Safetek Acquisition Corp. ("Acquisition Corp."), acquired the
contractual rights of
(a) Argo, Ltd., a corporation organized under the laws of
Israel ("Argo") in that certain contract (the "Evo Tech Consulting Agreement")
dated April 1, 2001, between Argo and Evo Tech, Inc, ("Evo Tech") pursuant to an
Assignment and AssumptAgreement (the "Evo Tech Assumption Agreement"); as well
as the contractual rights of
(b) Argo in that certain contract ( the "Altira Consulting
Agreement") dated April 1, 2001, between Argo and Altira Capital & Consulting,
Inc.,("Altira") pursuant to an Assignment and Assumption Agreement (the "Altira
Assumption Agreement").
The Evo Tech Consulting Agreement and the Altira Consulting Agreement
and the two Assumption Agreements are Exhibits to this Form 8-K, and any
reference to their terms herein is qualified and controlled by the actual terms
of the Agreements themselves.
It is the belief of Management that Evo Tech and Altira are well
established consultants in the field of evaluating the commercial potential of
newly evolving intellectual property, and that these two firms also have the
capability of building the sort of sophisticated prototypes which enable the
potential strengths and weaknesses of the final product to be evaluated before
actual production begins, and the cost commitment associated therewith is made.
However, the existing workload commitments of Evo Tech and Altira are such that
prospective new clients, such as Acquisition Corp., would be required to wait
for a relatively lengthy period of time before being taken on as a client.
Pursuant to its contracts (i.e,. the Evo Tech and Altira Consulting Agreements)
with Evo Tech and Altira, Argo has agreements in place which give it the
presently existing right to draw upon these evaluation and prototype building
skills. By assuming the presently existing contractual rights of Argo to draw
upon these skills, Acquisition Corp. will be able to implement its own plans to
evaluate and develop intellectual property more quickly and more efficiently
than if it had to wait to enter into Consulting Agreements directly with Evo
Tech and Altira.
Thus, pursuant to the Evo Tech and Altira Assumption Agreements,
Acquisition Corp. shall stand in the shoes of Argo, and Acquisition Corp. shall
therefore enjoy all the benefits, and assume all the obligations, of Argo with
respect to Evo Tech and Altira, respectively, in the two Consulting Agreements.
In addition, $390,000.00 will be used by Acquisition Corp. to enter
into one or more agreements with a Mr. John Stafnals and Evo Tech to evaluate
and, if feasible, to develop a device which has the potential to convert an
analogue television signal into digital television signal.
In contemplation of the financing of the foregoing endeavor, on May 25,
2001, Acquisition Corp. obtained a loan from Accredited Investors evidenced by
its 8% Series A $1,000,000.00 Senior Subordinated Convertible Redeemable
Debentures (the "Acquisition Corp. Debentures"), together with underlying shares
of Acquisition Corp.'s Class A Common Stock, Par Value $0.0001, into which the
Acquisition Corp. Debentures may be convertible from time to time.
On June 7, 2001, following the execution of the Evo Tech and Altira
Assumption Agreements, Acquisition Corp. was merged into the Company. Pursuant
to the Merger, and by operation of law, the rights and obligations of
Acquisition Corp. with respect to all entities will enure to the benefit of and
be binding upon the Company. Consequently, as a result of the Merger, (a) the
rights and obligations of Acquisition Corp. with respect to the Evo Tech and
Altira Assumption Agreements will enure to the benefit of and be binding upon
the Company; and (b) the Acquisition Corp. Debentures, together with the
underlying shares of Acquisition Corp.'s common stock, Par Value $0.0001 per
share, into which the Acquisition Corp. Debentures were convertible from time to
time, were converted into identical debentures of the Company (the "Company
Debentures"), together shares of underlying common stock, Par Value $0.0001 per
share, of the Company into which the Company Debentures may be converted.
Forward-looking Statements
This Report on Form 8-K contains certain forward-looking statements.
These forward-looking statements include statements relating to proposed future
operations potential financing arrangements.
The forward-looking statements included herein are based on current
expectations and involve a number of risks and uncertainties regarding the
acquisitions. These forward-looking statements are based on assumptions
regarding future business expectations, all of which are difficult or impossible
to predict accurately and many of which are beyond the control of the Company.
Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, actual results may differ materially from those set
forth in the forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information contained herein, the
inclusion of such information should not be regarded as any representation by
the Company or any other person that the objectives or plans of the Company will
be achieved with respect to the Project.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
No. Item
2. Plan of Merger dated May 31, 2001, between Safetek
International, Inc., and Safetek Acquisition Corp.
10.1 Evo Tech Consulting Agreement dated April 1, 2001, between
Argo, Inc. and Evo Tech, Inc.
10.1 Assignment and Assumption Agreement dated May 25,2001, between
Argo, Inc. and Safetek Acquisition Corp. and Evo Tech, Inc.
10.1 Altira Consulting Agreement dated April 1, 2001, between Argo
and Altira Capital & Consulting, Inc.
10.1 Assignment and Assumption Agreement dated May 25, between
Argo, Inc. and Safetek Acquisition Corp. and Altira Capital &
Consulting, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
Shmuel M. Shneibalg, President and Director
By: /s/ Shmuel M. Shneibalg Dated: June 18, 2001
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Russell Machover , Vice President & Director
By: /s/ Russell Machover Dated: June 18, 2001
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