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) March 29, 2005
TECHALT, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-27867
(Commission File Number)
87-0533626
(IRS Employer Identification No.)
3311 N. Kennicott Ave., Suite A
Arlington Heights, IL 60004
(Address of principal executive offices)(Zip Code)
(847) 870-2601
Company's telephone number, including area code
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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On March 29, 2005, the Board of Directors of TechAlt, Inc. ("TechAlt" or the
"Company") approved the 2005 Stock Option Plan (the "Plan") and the forms of
Non-Qualified Stock Option Agreement ("NQA") and Incentive Stock Option
Agreement ("ISOA") to provide additional incentives to key employees, officers,
directors and independent contractors of TechAlt and any Parent or Subsidiary it
may at any time have, thereby helping to attract and retain the best available
personnel for positions of responsibility with those entities and otherwise
promoting the success of the business activities of such entities. The Plan is
administered by the Board directly, acting as a Committee of the whole, or if
the Board elects, by a separate Committee appointed by the Board for that
purpose and consisting of at least two Board members, all of whom shall be
Non-Employee Directors.
It is intended that options issued under the Plan constitute either incentive
stock options or nonqualified stock options. The maximum number of shares that
may be optioned and sold under the Plan is the greater of (i) five million
(5,000,000) shares of Common Stock of the Company, subject to adjustment, or
(ii) twenty percent of the total number of shares of Common Stock that would be
outstanding if each class of the Company's stock (including each class of
preferred stock) were converted into shares of Common Stock.
Subject to all provisions and limitations of the Plan, the Committee has the
authority and discretion to: (1) Determine the persons to whom Options are to be
granted, the times of grant, the number of shares to be represented by each
Option, and the vesting schedule of the Options; (2) Interpret the Plan (but
only to the extent not contrary to the express provisions of the Plan); (3)
Authorize any person or persons to execute and deliver Stock Option Agreements
or to take any other actions deemed by the Committee to be necessary or
appropriate to effectuate the grant of Options by the Committee; and (4) Make
all other determinations and take all other actions that the Committee deems
necessary or appropriate to administer the Plan in accordance with its terms and
conditions.
The adoption of the Plan is subject to ratification by the affirmative vote of
the holders of a majority of the shares of Common Stock represented in person or
by proxy at a duly convened meeting of the shareholders of the Company, which
ratification shall occur within twelve (12) months before or after the date of
adoption of the Plan by the Board.
On March 29, 2005, TechAlt entered into a one (1) year Business Development
Agreement (the "Excipio Agreement") with Excipio Group, S.A. ("Excipio"),
pursuant to which on behalf of the Company Excipio shall perform certain
networking services as they relate to key customers and partners of TechAlt,
identify partnership opportunities, develop comprehensive market plans, lead the
sales and business development activities of the Company and coordinate the
implementation of the Company's marketing support infrastructure (the
"Services"). In addition to the Excipio Securities (defined in Section 3.2
below), during the term of the Excipio Agreement, as consideration for providing
the Services, Excipio, or its assignee/designee, shall receive a fee equal to
(i) ten percent of the cash consideration received by TechAlt pursuant to any
future financing, and (ii) a fee equal to ten percent of the debt and/or equity
consideration issued by TechAlt pursuant to any such future financing.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under Section 4(2) and of the Securities Act of 1933 (the
"Exemption"), in March 2005, in exchange for Sunrise Financial Group, Inc.
("SFG") agreeing to provide services pursuant to that certain Public Relations
Retainer Agreement (the "PR Agreement"), SFG earned 240,000 shares of common
stock. SFG has directed the Company to issue the common stock as follows (the
"Retainer Stock"):
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Name Common Stock
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Nathan Low 70,000
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Derek Caldwell 10,000
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Bartholomew International Investments, LLC 100,000
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American Friends of Shalva 40,000
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Dov Weiner 20,000
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Pursuant to the PR Agreement, TechAlt also agreed to grant SFG or its designees
options to purchase (i) 500,000 shares of the common stock of the Company,
exercisable for $.50 per share, and (ii) 500,000 shares of the common stock of
the Company, exercisable for $1.00 per share (the "Options"). The Options shall
be exercisable upon the earlier of either (a) the Company's shareholder equity
exceeding $10 million, or (ii) four (4) years from the date of issuance.
For purposes of the Exemption, the Company relied upon (i) certain
representations and warranties of the above individuals made pursuant to the
agreements executed in connection with the Retainer Stock that they are
Accredited Investors and (ii) its own independent investigation to confirm that
they are indeed Accredited Investors. The above individuals' shares are being
registered by the Company.
Pursuant to the Exemption, in March 2005, the Company issued 100,000 shares of
common stock and a warrant to purchase 570,000 shares of common stock, exercise
price of $1.00 per share, to Excipio pursuant to the Excipio Agreement (the
"Excipio Securities").
For purposes of the Exemption, the Company relied upon (i) certain
representations and warranties of Excipio that Excipio is an Accredited Investor
and (ii) its own independent investigation to confirm that Excipio is an
Accredited Investor. The 100,000 shares of common stock are being registered by
the Company.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
4.1 Form of Non-Qualified Stock Option Agreement
4.2 Form of Incentive Stock Option Agreement
4.3 Form of Excipio Group, S.A. Warrant
10.1 2005 Stock Option Plan
10.2 Public Relations Retainer Agreement with Sunrise Financial Group, Inc.
10.3 Business Development Agreement with Excipio Group, S.A.
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EXHIBIT INDEX
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Exhibit No. Description Location
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4.1 Form of Non-Qualified Stock Option Agreement Attached
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4.2 Form of Incentive Stock Option Agreement Attached
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4.3 Form of Excipio Group, S.A. Warrant Attached
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10.1 2005 Stock Option Plan Attached
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10.2 Public Relations Retainer Agreement with Incorporated by
Sunrise Financial Group, Inc. reference to Exhibit
10.4 of the Company's
Form SB-2 Registration
Statement filed
November 15, 2004
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10.3 Business Development Agreement with Excipio Group, S.A. Attached
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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.
TECHALT, INC.
(Company)
/s/ David M. Otto
-----------------------------------------
By: David M. Otto
Its: Secretary
Date: April 4, 2005
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