UNITED STATES
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
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March 30, 2007
BRIGHTEC, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 033-55254-27 87-0438637
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8C Pleasant Street S. - 1st Floor, South Natick, MA 01760
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 647-9710
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))
Item 1.01. Entry into a Material Definitive Agreement.
On March 30, 2007 (the "Closing Date"), Brightec, Inc., a Nevada
corporation (f/k/a Advanced Lumitech, Inc. and hereinafter referred to as the
"Company") entered into a Standby Equity Distribution Agreement (the "SEDA")
with Cornell Capital Partners, LP ("Cornell") pursuant to which the Company may,
at its discretion, periodically sell to Cornell shares of its common stock, par
value $0.001 per share (the "Common Stock") for a total purchase price of up to
Ten Million Dollars ($10,000,000). For each share of Common Stock purchased
under the SEDA, Cornell will pay to the Company ninety-six percent (96%) of the
lowest volume weighted average price (as quoted by Bloomberg, LP) of the Common
Stock during the five (5) consecutive trading days after the Advance Notice Date
(as such term is defined in the SEDA), subject to any reduction pursuant to the
terms therein. On the Closing Date, the Company paid to Cornell a non-refundable
due diligence fee equal to Five Thousand Dollars ($5,000) and issued Four
Million (4,000,000) shares of Common Stock ("Commitment Shares") to Cornell as a
commitment fee, of which Two Million (2,000,000) Commitment Shares will have
demand registration rights and Two Million (2,000,000) Commitment Shares will
have "piggy-back" registration rights.
Cornell will retain five percent (5%) of each advance under the SEDA.
The Company has paid to Yorkville Advisors, LLC ("Yorkville") a structuring fee
equal to Fifteen Thousand Dollars ($15,000) on the Closing Date and shall pay
Five Hundred Dollars ($500) to Yorkville on each Advance Date directly out of
the gross proceeds of each Advance (as such terms are defined in the SEDA).
Cornell's obligation to purchase shares of Common Stock under the SEDA is
subject to certain conditions, including, without limitation: (a) the Company
obtaining an effective registration statement for shares of its Common Stock
sold under the SEDA pursuant to that certain Registration Rights Agreement,
dated as of the Closing Date, by and between the Company and Cornell and (b) the
amount for each Advance as designated by the Company in the applicable Advance
Notice shall not be more than Three Hundred Thousand Dollars ($300,000).
The Company also entered into that certain Placement Agent Agreement
(the "PAA"), dated as of the Closing Date, by and between the Company and
Newbridge Securities Corporation ("Newbridge") pursuant to which the Company
engaged Newbridge to act as it exclusive placement agent in connection with the
SEDA. Upon the execution of the PAA, the Company issued to Newbridge Two Hundred
Forty-Three Thousand Nine Hundred Two (243,902) shares (the "Placement Agent
Shares") of the Company's Common Stock. Newbridge is entitled to "piggy-back"
registration rights with respect to the Placement Agent Shares.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 8.01. Other Events.
On April 3, 2006, the Company issued a Press Release announcing that it
had entered into the SEDA with Cornell as is more fully described in Item 1.01
herein above. A copy of the Press Release is attached hereto as Exhibit 10.4.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibit No. Description:
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Exhibit Description Location
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Exhibit 10.1 Standby Equity Distribution Agreement, dated March 30, 2007, by and Provided herewith
between Brightec, Inc. and Cornell Capital Partners, LP
Exhibit 10.2 Placement Agent Agreement, dated March 30, 2007, by and between Provided herewith
Brightec, Inc. and Newbridge Securities Corporation
Exhibit 10.3 Registration Rights Agreement, dated March 30, 2007, by and between Provided herewith
Brightec, Inc. and Cornell Capital Partners, LP
Exhibit 10.4 Press Release Provided herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April 3, 2007 BRIGHTEC, INC.
By: /s/ PATRICK PLANCHE
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Name: Patrick Planche
Title: President and Chief Executive Officer
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