SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 2, 2004
INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California 000-1084047 95-4691878
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
of incorporation or Number)
organization)
5072 North 300 West, Provo, Utah 84604
(Address of principal executive offices)(zip code)
Telephone number of registrant, including area code: (801) 371-0755
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Item 5. Other Events and Regulation FD Disclosure.
Effective January 2, 2004, Innovative Software Technologies, Inc. (the
"Company"), Energy Professional Marketing Group, Inc. ("EPMG"), James Randolph
Garn ("Garn") and Ethan Andrew Willis ("Willis") entered into a Memorandum of
Understanding ("MOU") relating to certain claims previously made by Garn and
Willis against the Company and others. As previously disclosed, the Company
received written materials on September 26, 2003 from Garn and Willis asserting
that they were entitled to rescind the Company's December 31, 2001 acquisition
of EPMG from them because they were defrauded in connection with the
acquisition.
In the MOU, the parties agree to an adjustment of the business of EPMG and
the establishment of an ongoing business relationship as described therein as a
complete settlement of the disputed claims among them. The MOU provides, among
other things, that the Company will cause EPMG to transfer certain assets to the
Company and the Company will assume certain liabilities from EPMG and that at
closing, the Company will transfer 100% of the EPMG stock to Garn and Willis in
exchange for all of the capital stock of the Company owned by Garn and Willis.
The MOU provides that a final Settlement and Reorganization Agreement will
be prepared to implement the MOU. Under the MOU, the Company is to engage a
qualified investment bank satisfactory to Garn and Willis to render a Fairness
Opinion on the agreement. The MOU requires that the parties will work in good
faith to complete closing within 30 days of the issuance of a Fairness Opinion.
In the absence of a closing on or before March 15, 2004, Garn and Willis may
terminate their obligations under the MOU.
The summary of certain provisions of the MOU set forth above is qualified
in its entirety by reference to the terms and provisions of the MOU, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibits are filed with this report:
Exhibit No. Description of Exhibit
99.1 Memorandum of Understanding dated January 2, 2004,
among Innovative Software Technologies, Inc., Energy
Professional Marketing Group, Inc., James Randolph
Garn and Ethan Andrew Willis.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
/s/ Douglas S. Hackett
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Douglas S. Hackett, President and
Chief Executive Officer
Date: January 6, 2004
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Memorandum of Understanding dated
January 2, 2004, among Innovative Software
Technologies, Inc., Energy Professional
Marketing Group, Inc., James Randolph Garn and
Ethan Andrew Willis.
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