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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): June 5, 2008
PROTEO, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-32849 88-0292249
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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.
On June 9, 2008, the Registrant entered into a Preferred Stock Purchase
Agreement (the "Agreement") with FIDEsprit AG, a Swiss corporation (the
"Investor"). Pursuant to the Agreement, the Registrant issued and sold to the
Investor 600,000 shares of the Registrant's Series A Preferred Stock at a price
of $6.00 per share, for an aggregate purchase price $3,600,000. In payment of
the purchase price, the Investor delivered to the Registrant a promissory note
in the principal amount of $3,600,000. The promissory note does not bear any
interest, and is payable as follows: (i) the first installment, in the amount of
$900,000, was due upon execution of the Agreement, (ii) the second installment,
in the amount of $450,000, is due on or before August 30, 2008, (iii) the third
installment, in the amount of $900,000, is due on or before November 30, 2008,
and (iv) the final installment, in the amount of $1,350,000, is due on or before
March 31, 2009. The promissory note is guaranteed by Axel J. Kutscher. The terms
of the Series A Preferred Stock are described in Item 5.03 below. Joerg Alte, a
director of the Registrant, is the Managing Director of the Investor.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 9, 2008 the Registrant entered into the Agreement described in
Item 1.01 above. Pursuant to the Agreement the Registrant issued to the Investor
600,000 shares of Series A Preferred Stock in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of the exemptions available under Rule 506 of Regulation D and Regulation S and
the rules promulgated thereunder.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On June 5, 2008, the Registrant filed a Certificate of Designation with
the Secretary of State of the State of Nevada to designate 750,000 shares of its
authorized preferred stock as Series A Preferred Stock. The Certificate of
Designation, a copy of which is attached as Exhibit 3.9 to this Current Report
on Form 8-K and incorporated herein by reference, describes the rights,
preferences and privileges of the Series A Preferred Stock.
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following materials are filed as exhibits to this
Current report on Form 8-K:
Exhibit Number
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3.9 Certificate of Designation of Series A Preferred Stock dated June
5, 2008
10.8 Preferred Stock Purchase Agreement dated June 9, 2008
10.9 Promissory Note dated June 9, 2008
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: June 9, 2008 By: /s/ BIRGE BARGMANN
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Birge Bargmann
Chief Executive Officer