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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 12, 2006
DEEP FIELD TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 333-120506 20-1862733
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2006, Deep Field Technologies, Inc. (the "Company") entered
into a Securities Exchange Agreement (the "Securities Exchange") by and among
the Company, Beijing Sino-US Jinche Yingang Auto Technological Services Limited,
a cooperative joint venture under the laws of The People's Republic of China
("Automart") and Automart's joint venture participants ("the JV Participants")
whereby the JV Participants will transfer 95% of their interest in Automart to
the Company in exchange for an aggregate of 116,245,399 Class A Common Stock
shares, or 85% of the outstanding shares of the Company, and 2 million of the
Company's Class B Common Stock shares.
The closing of the Securities Exchange will occur upon the satisfaction of
a number of conditions precedents: (i) shareholder approval of the Securities
Exchange by the Company's shareholders, (ii) financing in the form of a
convertible debenture for not less than $4 million and (iii) the requisite
approvals by the People's Republic of China. It is anticipated that the closing
will occur in the first quarter 2006.
AutoMart is a China based joint venture recently formed between Beijing
Silver Harbor Car Service Center and Mayflower Auto Group, LLC. AutoMart
business focuses on automobile after-sales services, including maintenance and
repairs, insurance, parts sales, interior furnishings, care products, tires, and
windshields in the People's Republic of China.
On January 12, 2006, the parties entered into an Amendment to the
Securities Exchange wherein all references to a "Proxy Statement" were deleted
and replaced with the words "Information Statement". This revision provides that
the Company seek shareholder approval of the Securities Exchange without the use
of a Proxy Statement, but will instead utilize an Information Statement.
Additionally, the total number of outstanding Class A Common Stock shares of the
Company on the date of the execution of the Securities Exchange was revised to
read 20,513,894 and the total number of Class A Common Stock shares of the
Company to be issued to the JV Participants at the consummation of the
transaction shall be 116,245,399 and the total number of outstanding Class A
Common Stock shares immediately after the consummation of the transaction shall
be 136,759,293.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Securities Exchange Agreement dated January 12, 2006 by and among the
Company, Beijing Sino-US Jinche Yingang Auto Technological Services
Limited, a cooperative joint venture under the laws of The People's
Republic of China ("Automart") and Automart's joint venture
participants.
10.2 Amendment dated January 12, 2006 to the Securities Exchange Agreement
by and among the Company, Beijing Sino-US Jinche Yingang Auto
Technological Services Limited, a cooperative joint venture under the
laws of The People's Republic of China ("Automart") and Automart's
joint venture participants.
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.
DEEP FIELD TECHNOLOGIES, INC,
Date: March 24, 2006
By: /s/ Mark Meller
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Mark Meller
President and Chief Executive Officer
INDEX OF EXHIBITS
10.1 Securities Exchange Agreement dated January 12,
2006 by and among the Company, Beijing Sino-US
Jinche Yingang Auto Technological Services
Limited, a cooperative joint venture under the
laws of The People's Republic of China
("Automart") and Automart's joint venture
participants.
10.2 Amendment dated January 12, 2006 to the
Securities Exchange Agreement by and among the
Company, Beijing Sino-US Jinche Yingang Auto
Technological Services Limited, a cooperative
joint venture under the laws of The People's
Republic of China ("Automart") and Automart's
joint venture participants.