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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 7, 2005
PROTEO, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-30728 88-0292249
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2102 BUSINESS CENTER DRIVE, IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (949) 253-4616
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2 below):
|_| 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.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On November 7, 2005, the Registrant entered into a Common Stock
Purchase Agreement (the "Agreement") with FIDEsprit AG, a Swiss corporation (the
"Investor"). Pursuant to the Agreement, the Registrant is issuing and selling to
the Investor 300,000 shares of the Registrant's common stock at a purchase price
of $0.84 per share, for an aggregate purchase price $252,000. In payment of the
purchase price, the Investor has delivered to the Registrant a promissory note
in the principle amount of $252,000. The promissory note does not bear any
interest, and is payable in quarterly installments of $63,000 commencing March
31, 2006. The promissory note is guaranteed by Axel J. Jutscher, the managing
director of the Investor.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits. The following materials are filed as exhibits to
this Current Report on Form 8-K:
EXHIBIT
NUMBER
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10.3 Common Stock Purchase Agreement
10.4 Promissory Note with Guaranty
SIGNATURE
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.
PROTEO, INC.
Date: November 14, 2005 By: /s/ Birge Bargmann
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Birge Bargmann
Chief Executive Officer