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
Date of Report (Date of Earliest Event Reported) - JANUARY 23, 2007
COMMISSION FILE NUMBER: 000-254888
RG GLOBAL LIFESTYLES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0230641
(State or jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
30021 TOMAS, SUITE 200
RANCHO SANTA MARGARITA, CALIFORNIA 92688
(Address of principal executive offices, including zip code)
(949) 888-9500
(Registrant's telephone number, including area code)
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: o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) o Precommencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o
Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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RG GLOBAL LIFESTYLES, INC.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) On January 23, 2007, a Technology Transfer Agreement between
the Company and Catalyx Fluid Solutions, Inc. ("CFS") became
effective. The material terms of the agreement are (i)
transfer from CFS to the Company of its technology for the
removal of contaminants from waste water in the coal bed
methane mining process; (ii) the Company has prepaid $200,000
to CFS against future royalties earned from usage or sale of
technology, as applicable; (iii) the Company will pay a
royalty to CFS on a per barrel basis of $0.01, or 5% of the
sales price of equipment, related to revenues earned from the
technology; (iv) in consideration of the technology transfer,
the Company issued to CFS warrants to purchase an aggregate of
8,000,000 shares of the Company's restricted common stock,
with an obligation to file a registration statement with the
SEC for 2,000,000 of the underlying shares in the future; and
(vi) the right to have Juzer Jangbarwala, a CFS principal, and
one other nominee elected by the Board of Directors of the
Company to fill two current vacancies of the Board of
Directors of the Company. With Mr. Jangbarwala becoming a
Director as discussed below in Item 5.02, this transaction
becomes a related party transaction, as Mr. Jangbarwala
indirectly owns 40% of CFS.
(b) On January 25, 2007, the Company entered into a purchase and
services agreement with Black Diamond Energy, Inc. for the
sale of the Company's proprietary waste water treatment
products and associated technology used in the contaminant
removal from 20,000 barrels per day of waste water removed in
the process of coal bed methane mining. The contract
implementation is subject to receipt of sufficient financing
of the project construction by Black Diamond Energy.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) On January 23, 2007, the Board of Directors of the Company
appointed Juzer Jangbarwala as Chief Technology Officer of the
Company.
(b) On January 23, 2007, the Board of Directors of the Company, in
accordance with the terms of the technology transfer agreement
discussed above in Item 1.01, elected Mr. Jangbarwala to be a
Director, filling a Board vacancy. Mr. Jangbarwala's term is
scheduled to expire at the Company's upcoming annual
stockholders' meeting in 2007 and Mr. Jangbarwala will be
nominated for election at such meeting to serve as a director
until the next annual stockholders meeting in 2008.
(c) On January 23, 2007, in connection with Mr. Jangbarwala's
appointment as CTO, an executive employment agreement between
the Company and Juzer Jangbarwala, as amended, became
effective. The material terms of the agreement are (i)
assignment to the Company of certain of Mr. Jangbarwala's
patents related to the CFS technology; (ii) annual base salary
of $96,000; (iii) options to purchase 2,000,000 shares of the
company common stock pursuant to the Company's 2006 and 2007
Incentive and Non-Statutory Stock Option Plans vested over 24
months; (iv) various cash and stock option bonuses based on
Company revenue metrics; and (v) normal Company employee
benefits.
(d) Mr. Jangbarwala, 47, our CTO, in 1989 was founder and CEO of
Hydromatix, Inc., a company that was acquired by BOC Edwards
in 2002. In 2002, Mr. Jangbarwala founded and became CEO of
Catalyx Inc. as a technology incubator. In 2004, he became CEO
of Energix Research, Inc., a subsidiary of Catalyx, Inc., as a
developer of low cost hydrogen generators. In 2006, Catalyx
spun off CFS, and Mr. Jangbarwala serves as its CTO to develop
innovative water treatment technologies from the Catalyx
portfolio of patents. Mr. Jangbarwala has a B.S. in Chemical
Engineering from Lehigh University.
SIGNATURES
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 thereto duly authorized.
Date: January 29, 2007 RG GLOBAL LIFESTYLES, INC.
By: /s/ Louis Knickerbocker
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Louis Knickerbocker,
Chief Executive Officer, Director
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