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): July 1, 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.
On July 1, 2005, the Registrant entered into a Consulting Agreement (the
"Consulting Agreement") with Tamir Levinas (the "Consultant"). Mr. Levinas is a
director of the Registrant and the son of Aharon Y. Levinas, a director and the
Chief Technology Officer of the Registrant.
Pursuant to the Consulting Agreement, Mr. Levinas was retained as a consultant
to perform services as may be requested by the Registrant's Board of Directors.
The term of the Consultant Agreement ("the "Term") is for eight months,
commencing on the date thereof, 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
obligation of performance to the Registrant; provided, however, that
notwithstanding the termination (a) the Registrant shall pay the Consultant for
the remainder of the Term, including without limitation the issuance of the
shares described below.
As compensation for his services, the Consultant shall be paid an initial fee of
$10,000, payable within 10 days from the date of the Consulting Agreement, and a
fee of $2,500 for each month of the Term, payable on a monthly basis. In
addition, the Registrant shall issue to the Consultant the following shares of
the Registrant's common stock: 20,000 shares within 10 days after the date of
the Consulting Agreement; and 5,000 shares on the first day of each month of the
Term. 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.
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 Consulting Agreement, reference is
hereby made to such agreement annexed hereto as Exhibit 10.16. All statements
made herein concerning the foregoing agreements are qualified by references to
said exhibits.
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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
Exhibit 10.16 Consulting Agreement, dated July 1, 2005, by and between
the Registrant and Tamir Levinas
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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 19, 2005
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