UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 1, 2008
INGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 000-28704 88-0429044
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
35193 Avenue "A", Suite-C, Yucaipa, California 92399
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(Address of principal executive offices) (Zip Code)
(800) 259-9622
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1.01 Entry into a Material Definitive Agreement
The Board of Directors of Ingen Technologies, Inc., in Resolution
2008.1, approved the Agreement with Progressive Int'l Holding Co. Ltd, of Hong
Kong, as the exclusive distributor of Oxyview (TM) in the Peoples' Republic of
China, Japan, Korea and India. The Agreement has a term of 5 years. The Board
also directed that the Agreement be submitted for confidential treatment with
the SEC in regard to product pricing. The Board Resolution and Agreement are
included as exhibits below (99.1 and 99.2)
3.02 Unregistered Sales of Equity Securities
On July 25, 2006, we entered into a Securities Purchase Agreement with
AJW Capital Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and
New Millennium Capital Partners II, LLC, whereby these investors purchased an
aggregate of (i) $2,000,000 in Callable Secured Convertible Notes and (ii)
warrants to purchase 20,000,000 shares of our common stock. As part of these
transactions, convertible notes were issued on June 6, 2006, July 27, 2006,
August 30, 2006, January 24, 2007, March 15, 2007, April 15, 2007, May 15, 2007,
June 15, 2007 and July 31, 2007. As contained in the Board of Directors
Resolution of February 15, 2008 (see Exhibit 99.3 below), the following stock
issuances were authorized (as a result of the conversion of said notes upon
notice duly given on the same date):
One certificate for 24,250 Common Shares in the name of AJW Partners,
LLC. One certificate for 3,250 Common Shares in the name of New Millennium
Capital Partners II, LLC. One certificate for 147,500 Common Shares in the name
of AJW Offshore, Ltd. One certificate for 75,000 Common Shares in the name of
AJW Manager, LLC.
In addition, each member of the Board of Directors of the company
elected on February 9, 2008, is entitled to the issuance of 100,000 common
shares of company stock.
5.02 Election of Directors
The company held its Annual Meeting of Shareholders on February 9, 2008.
All of the directors of the company, Scott Sand, Christopher Wirth, Curt
Miedema, John Finazzo, Steven O'Hara, Yong Sin Khoo and Brad Klearman were
re-elected (to serve until the next Annual Meeting of Shareholders).
Shareholders also ratified the appointment of Child, Van Wagoner & Bradshaw,
PLLC as auditors for the fiscal year ending May 31, 2008. The meeting minutes
are included as Exhibit 99.4 below.
5.03 Amendments to Articles of Incorporation
The shareholders approved amendments to the company's Articles of
Incorporation at the Annual Meeting on February 9, 2008. The number of
authorized common shares was increased from 100,000,000 to 750,000,000. The
Shareholders also authorized future amendments to the Articles of Incorporation
by action without a meeting (by a majority of shareholders). The Amendments to
the Articles of Incorporation are included below as Exhibit 99.5.
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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 hereunto duly authorized.
Dated: February 22, 2008 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer and Chairman
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TABLE OF EXHIBITS
(All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)
EXHIBIT NO. DESCRIPTION
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99.1 Board Resolution 2008.1
99.2 Agreement dated February 1, 2008, by and between Progressive
Int'l Holding Co. Ltd. and Ingen Technologies, Inc. for the
distribution of Oxyview (TM) in certain countries.
99.3 Resolution of Board of Directors dated February 15, 2008,
authorizing the issuance of common shares resulting from the
receipt of a notice of conversion from the 4 companies therein.
99.4 Minutes of the February 9, 2008 Annual Meeting of Shareholders
of Ingen Technologies, Inc.
99.5 Articles of Amendment to the Articles of Incorporation of Ingen
Technologies, Inc., dated February 12, 2008.
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