UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 3, 2005
ENERTECK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-108872 47-0929885
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10701 Corporate Drive, Suite 150, Stafford, TX 77477
(Address of principal executive offices)
Registrant's telephone number, including area code:
(281) 240-1817
_____________________N/A___________________________
(Former name or former address, if changes 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:
|_| 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)).
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.02. Departure of Directors or Principal Officers; Appointment of
Directors and Principal Officers.
(b) At a March 1, 2005 meeting of the Board of Directors of EnerTeck
Corporation, the Board accepted Mr. Leon van Kraayenburg's resignations as a
Director, Executive Vice President and Chief Financial Officer. In a letter
dated February 10th, 2005 and delivered to Mr. Dwaine Reese, Chief Executive
Officer and Chairman of EnerTeck Corporation ("ETCK") on February 14, 2005, Mr.
van Kraayenburg, resigned his position as a Company director. Mr. van
Kraayenburg's resignation as a director left unresolved his status as an officer
and stipulated that he was owed $19,000 in arrears under his employment
agreement with EnerTeck Chemical Corp., ETCK's subsidiary company. In his
further letter of February 24, 2005, Mr. van Kraayenburg indicated that he was
now resigning as Executive Vice President and Chief Financial Officer of both
ETCK and EnerTeck Chemical Corp, and that he was now owed $26,081.51 including
claims for salary and unused earned vacation days. ETCK, after discussions with
EnerTeck Chemical Corp. management, acknowledges that some compensation is due
Mr. van Kraayenburg under his employment agreement with EnerTeck Chemical Corp.,
however, the company disputes the amount indicated as claimed and due. Mr. van
Kraayenburg has been asked to supply documentation in support of his claim so
that matter can be appropriately resolved.
(d) On January 10, 2005, ETCK's Board of Directors appointed Gary B.
Aman and Jack D. Cowles to the Company's Board of Directors, effective March 1,
2005. There are no arrangements or understandings between Messrs. Aman and
Cowles, or either one of them, and any other person pursuant to which either one
or both of them was selected as a Director of the Company. Future committees of
the Board of Directors, if any, on which Mr. Aman and/or Mr. Cowles will serve
have not been determined. Both Messrs. Aman and Cowles have reportable
transactions in the Company's securities under Item 404(a) of Regulation S-K and
it is anticipated that the required reports will be filed in a timely manner.
With the addition of Messrs. Aman and Cowles, two of the four members of
the Company's Board are independent, non-employee directors.
Until a replacement is appointed, Mr. Parrish B. Ketchmark, in addition to
his other responsibilities, will also act as the Company's Principal Financial
Officer.
A copy of Mr. Van Kraayenburg's letters of resignation are attached hereto
as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference.
A copy of EnerTeck Corporation's acceptance of Mr. van Kraayenburg's
resignation is attached hereto as Exhibit 99.3 and is incorporated by reference.
A copy of Mr. Aman's biography and a copy of Mr. Cowles' biography are
attached hereto as Exhibits 99.4 and 99.5, respectively and are incorporated by
reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Leon van Kraayenburg's letter of resignation dated February 10, 2005.
99.2 Leon van Kraayenburg's letter of resignation dated February 24, 2005
99.3 EnerTeck Corporation's acceptance of Mr. van Kraayenburg's resignation
dated March 1, 2005.
99.4 Gary B. Aman's biography.
99.5 Jack D. Cowles' biography
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.
ENERTECK CORPORATION
By: /s/ Parrish B. Ketchmark
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Parrish B. Ketchmark
Director and President
Date: March 3, 2005