UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 28, 2005
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NATIONAL SCIENTIFIC CORPORATION
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(Exact name of registrant as specified in its charter)
Texas 000-28745 86-0837077
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
14505 N. Hayden Road, Suite 305, Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (480) 948-8324
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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 (17CFR
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-4c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On January 28, 2005, National Scientific Corporation ("NSC") entered into a
Securities Exchange Agreement (the "Agreement") with TurboWorks, Inc., a
Delaware corporation ("Turbo") that provides for the exchange of 360,000 shares
of the common stock of Turbo plus $240,000 in cash in exchange for 7,150,000
shares of NSC common stock (the "Exchange"). NSC and Turbo consummated the
Exchange on February 1, 2005.
NSC has agreed to distribute at least 180,000 of the shares of Turbo stock it
received in the Exchange to NSC shareholders of record on a pro rata basis as
soon as practicable after the effective date of a registration statement on Form
SB-2 registering the Turbo shares to be distributed to NSC shareholders. Turbo
has agreed to file such registration statement within the next 30 days, and has
agreed to use its best efforts to have such filed registration statement
declared effective no later than 90 days following the filing date.
The parties have also granted each other certain "piggyback" registration rights
regarding the exchanged shares. The registration rights terminate on December
31, 2007.
The foregoing summary is qualified in its entirety by the Securities Exchange
Agreement incorporated herein as Exhibit 10.1.
The Exchange is a further development resulting from the Memorandum of
Understanding entered into between NSC and Turbo on October 29, 2004 regarding
the joint development of technology and joint marketing.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1. Securities Exchange Agreement
99.1 Press Release issued by the Registrant dated February 2, 2004.
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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.
NATIONAL SCIENTIFIC CORPORATION
By: /s/ Michael A Grollman
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Its: Chief Executive Officer
Dated: February 1, 2005
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Securities Exchange Agreement dated January 28, 2005
99.1 Press Release issued by the Registrant dated February 2, 2004.
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