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): April 22, 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):
|_| 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.
Schnapp Agreement
On May 4, 2005, Datigen.com, Inc. (the "Registrant") and E. Schnapp & Co. Works
Ltd. ("Schnapp") entered into a distributorship agreement. Pursuant to the
agreement, Schnapp was appointed as the exclusive distributor of the
Registrant's Battery Brain products in the State of Israel for a two year term
expiring on May 4, 2007. The term shall be automatically renewed for five
successive renewal periods of one year each, so long as Schnapp meets the sales
targets discussed below and does not, prior to a renewal, provide to the
Registrant notice of its intent not to renew.
Schnapp shall purchase the Battery Brain products from the Registrant at
specified prices, and may thereafter resell the Products for its own account in
Israel. During each year Schnapp shall purchase a quantity of units of the
products equal to at least the sales targets agreed to for the applicable year.
The sales targets for the first and second years and the first renewal period
are set forth in the agreement; with respect to any additional renewals, sales
targets shall be agreed to between the parties. If Schnapp fails to meet the
sales targets, the Registrant may terminate the agreement. During the term of
the agreement and for a period of one year thereafter, Schnapp is prohibited
from manufacturing, marketing, or distributing any items that compete with the
Battery Brain products.
Consulting Agreement
On April 22, 2005, the Registrant entered into a Consulting Agreement (the
"Consulting Agreement") with Shiri Levinas (the "Consultant"). The Consultant
was retained as a consultant to render human resource and personnel services
with regard to hiring and terminating employees and to perform other services as
may be requested by the Registrant's Board of Directors. The Consultant is the
owner of a consulting firm she founded in 2005. From 1999 until 2005, the
Consultant was with CONEX/ Intersearch, an international executive recruiting
firm, where she was first employed as Vice President of their International
Business Department and later on became a partner. The Consultant has an M.A. in
Public Administration from Farley Dickens University.
The Consultant Agreement is for one year, but the Registrant may, with or
without cause, elect to terminate the Consultant Agreement by giving five days'
written notice. Upon such termination, the Consultant shall be relieved of any
further obligations to the Registrant; provided, however, that notwithstanding
the termination the Registrant shall pay the Consultant for the remainder of the
one year, including without limitation the issuance of the shares described
below.
As compensation for her services, the Consultant shall receive a cash payment in
the amount of $30,000, and 5,000 shares of common stock of the Registrant shall
be issued to the Consultant during each month. The Registrant agreed to use its
best efforts to have the shares issued to the Consultant pursuant to the
Consultant Agreement registered with the SEC pursuant to a registration
statement on Form S-8. In addition, during the term and for a period of one year
thereafter, the Consultant shall not compete with the Registrant nor solicit any
of the Registrant's employees or customers. The Consultant agreed to hold the
Registrant's confidential information in strict confidence.
For all the terms and conditions of the Schnapp Agreement and the Consulting
Agreement, reference is hereby made to such agreements annexed hereto,
respectively, as Exhibits 10.14 and 10.15. All statements made herein concerning
the foregoing agreements are qualified by references to said exhibits.
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
Exhibit 10.14 Agreement, dated May 4, 2005, by and between the
Registrant and E. Schnapp & Co. Works Ltd.*
Exhibit 10.15 Consulting Agreement, dated April 22, 2005, by and
between the Registrant and Shiri Levinas
*Portions of Exhibit 10.14 have been omitted pursuant to a request for
confidential treatment and have been filed separately with the Securities and
Exchange Commission.
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