UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) Of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 15, 2002
Eurotech, Ltd.
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(Exact name of registrant as specified in its charter)
District of Columbia 000-22129 33-0662435
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
10306 Eaton Place, Suite 220
Fairfax, Virginia 22030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 352-4399
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 9, 2002, Eurotech, Ltd., a District of Columbia corporation (the
"Company"), announced that it had executed a definitive agreement to consummate
a transaction with Markland Technologies, Inc., a Florida corporation
("Markland") pursuant to which the Company will exchange all of its rights to
the Acoustic CoreTM technology relating to illicit materials detection and
certain cryptology technology held by the Company's subsidiary, Crypto.com, Inc.
("Crypto"), for 239,927,344 shares of Markland's common stock, par value $.0001
per share (the "Markland Shares"), representing approximately eighty percent
(80%) of the outstanding common stock of Markland. The transaction is expected
to close on or about December 15, 2002. Markland's common stock is traded
publicly on the OTC Bulletin Board. The Markland Shares, when acquired by the
Company, will be restricted, unregistered securities which will be the subject
of a registration rights agreement to be entered into between the Company and
Markland. In connection with the closing of the transaction with Markland,
Crypto will terminate (with mutual consent) its licensing and marketing
agreement relating to Crypto's technology with Etelix U.S., Inc., which
agreement Crypto entered into as of December 30, 2001.
Item 5. Other Events and Regulation FD Disclosure.
(a) On November 26, 2002, the Company announced that it had signed a
Cooperative Research and Development Agreement ("CRADA") with the United
States Air Force. The objective of the CRADA is to jointly develop a
system that will demonstrate the effectiveness of the Company's Acoustic
CoreTM technology to non-intrusively detect explosive materials in cargo
and/or vehicles. The CRADA Team will consist of personnel from the
Company, US Air Force Air Mobility Battle Lab, and other USAF/Department
of Defense personnel from the operating location, and technical experts
as required.
(b) On December 9, 2002, the Company announced that its preferred
stockholder, Woodward LLC ("Woodward"), has agreed to retire
approximately $5.7 million of the Company's Series B 5% cumulative
convertible preferred stock (the "Series B Preferred") held by Woodward
(at such time as such shares of Series B Preferred are issued to
Woodward with the approval of the American Stock Exchange (the
"Exchange" or "Amex") or other applicable regulatory authorities) in
exchange for a security interest in the Markland Shares being acquired
by the Company from Markland and 50% of the proceeds generated from
future sales by the Company of these same shares (the "Security
Arrangement"). It is the sole discretion of the Company on how and when
these securities will be sold, if at all, subject to applicable laws.
Such proceeds, when received by the Company, will be directed by the
Company to automatically redeem the balance of the shares of Series B
Preferred owned or to be acquired by Woodward, in lieu of the previously
agreed upon redemption schedule for the Series B Preferred. If
redemption's under the Security Arrangement occur later than as would be
mandated by the previously agreed upon schedule, the previously agreed
upon schedule shall prevail.
(c) On December 12, 2002, the Company announced that on December 10, 2002,
the Company received a written notice from the Amex staff (the "Staff")
indicating that the Staff had determined that the Company would not be
able to regain compliance with the Exchange's continued listing
standards by March 31, 2004, and that the Exchange intended to proceed
with the filing of an application with the Securities and Exchange
Commission to strike the Company's common stock from listing and
registration on the Exchange if the Company did not appeal the Staff's
determination by Tuesday, December 17, 2002. On December 12, 2002, the
Company's Board of Directors voted not to appeal the Staff's decision
and to immediately commence efforts to cause the Company's common stock
to trade on the OTC Bulletin Board.
(d) The Company also announced that, effective November 15, 2002, Simon
Nemzow, a director of the Company, resigned from the board of directors
of the Company due to health concerns and family commitments.
(e) The Company also announced that the consulting agreement between the
Company and EB Associates, LLC, which had been engaged by the Company on
April 29, 2002 to perform certain financial consulting services for the
Company, has expired and will not be renewed by the mutual consent of
the parties.
Item 7. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
10.29 USAF CRADA Number 02-263-AMWC-02 Cooperative Research and
Development Agreement between USAF Air Mobility Battlelab and
the Company.
10.30 Exchange Agreement, dated as of December 9, 2002 by and among
the Company, Crypto.com, Inc., Markland Technologies, Inc.,
Security Technology, Inc., and, solely with respect to Article V
and Article XI thereof, ipPartners, Inc. and, solely with
respect to Article VI and Article XI thereof, Markland LLC and
James LLC.
99.20 Press Release of the Company, dated November 26, 2002, relating
to Research and Development Agreement with the United States Air
Force.
99.21 Joint Press Release of the Company and Markland Technologies,
Inc., dated December 9, 2002, relating to the exchange
transaction with Markland Technologies, Inc., the retirement of
rights relating certain shares of its Series B Preferred Stock
and the Security Arrangement.
99.22 Press Release of the Company, dated December 12, 2002, relating
to the Company's receipt of notice from Amex regarding the
delisting of the Company's common stock from Amex and the
decision of the Company's board of directors to cause the
Company's common stock to trade on the OTC Bulletin Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
December 13, 2002 EUROTECH, LTD.
BY: /s/ Don V. Hahnfeldt
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Don V. Hahnfeldt
President and CEO