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): June 26, 2005
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Datigen.com, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Utah
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(State or Other Jurisdiction of Incorporation)
0-26027 87-0626333
(Commission File Number) (IRS Employer Identification No.)
207 Piaget Avenue
Clifton, NJ 07011
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(Address of Principal Executive Offices)
(Zip Code)
(973) 340-6000
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(Registrant's Telephone Number, Including Area Code)
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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):
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|_| 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 1.02 Termination of a Material Definitive Agreement
The disclosure set forth below under Item 5.02 (Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers) is
hereby incorporated by reference into this Item 1.02.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The Registrant is continuing to raise capital through a private placement of
units (the "Units") for $0.20 per Unit. Each Unit consists of one share of
common stock, one Class A warrant giving the holder the right to purchase 1
share of stock at $0.45, which is exercisable for 1 year from the date of
issuance, and one Class B warrant giving the holder the right to purchase 1
share of stock for $0.75, which is exercisable for 3 years from the date of
issuance (the "Placement"). Pursuant to the Placement, as of June 27, 2005, the
Company has received in cash an aggregate of $1,272,031.90 as consideration for
the sale of 5,740,000 units and an additional 866,666 shares which were sold in
a private placement of common shares for $0.15 per share.
The Placement is being made pursuant to Regulation S promulgated by the
Securities and Exchange Commission. The Registrant did not make any offers in
the United States, each of the purchasers was outside the United States, and
there were no selling efforts in the United States. Commissions in connection
with the Placement were paid to non-US persons.
For all the terms and conditions of the subscription agreements, the Class A
Warrants, and the Class B Warrants executed in connection with the Placement,
reference is hereby made to the forms of such agreements, which are annexed as
exhibits to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 22, 2005. All statements made herein
concerning the Placements are qualified by references to said exhibits.
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 26, 2005, the Registrant terminated Jerome Chaney ("Chaney") from his
position as Chief Executive Officer and President of the Registrant. Such
termination was made in accordance with Section 4.1(a) of Chaney's Employment
Agreement, dated April 18, 2005, which was attached as an Exhibit to the
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 22, 2005. Section 4.1(a) of Chaney's Employment Agreement
provides that Chaney's employment may be terminated by the Registrant at any
time within the three-month period after its execution without cause and without
notice if the Registrant pays Chaney under normal payroll practices for a 60-day
period. Accordingly, the Registrant will continue to pay Chaney under normal
payroll practices until August 26, 2005. In addition, pursuant to Chaney's
Employment Agreement, the Registrant will issue to Chaney 165,625 shares of
common stock as additional compensation to Chaney for his services rendered to
the Registrant during his employment.
For all the terms and conditions of Chaney's Employment Agreement, reference is
hereby made to such agreement annexed as Exhibit 10.5 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 22, 2005. All statements made herein concerning the foregoing agreement
are qualified by references to said exhibits.
On June 1, 2005, Joseph Bahat and Jacob Enoch were elected as directors to the
Company to serve until their respective successors are elected and qualified.
Such election increases the size of the Company's board to five directors.
Jacob Enoch, age 56, has been the President of Korean Motors Israel- KIA
Distributor Israel since June 2004. Since January 2004, he also has been serving
as the Chairman of the Board of Directors of the Israeli Car Importers
Association. Since December 2003, he has been serving as a member of the board
of directors of Alliance Tire Company in Israel. In 2001 and 2000, he served as
a member of the board of directors of Europcar Israel. Prior to 2000, Mr. Enoch
was engaged in managerial positions with various automobile rental agencies and
automobile distributors over the course of more than three decades. Mr. Enoch
received an MBA in Marketing from Jerusalem University in Jerusalem, Israel, and
a Bec in Mechanical Engineering from Tel Aviv University in Tel Aviv, Israel.
Joseph Bahat, age 74, has established and directed a Honda distributorship in
Israel, served as the Chairman and Chief Executive Officer of Hertz
International Franchisee in Israel, been the Managing Director of Hertz Rent a
Car (Israel) Ltd., and been the manager of Ford Distributor in Israel. He is
currently a member of the board of directors of the United Mizrahi Bank. He is
also serving as the Vice President of the Israeli Federation of the Chamber of
Commerce, a member of the Israel British Business Counsel, a Chairman of Mosdot
House, and as Economic Ambassador of the Ministry of Commerce & Industry.
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Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits Not applicable
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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.
DATIGEN.COM, INC.
By: /s/ Edward Braniff
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Name: Edward Braniff
Title: Chief Financial Officer
Date: July 1, 2005
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