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): August 11, 2005
SAFETEK INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-22175 75-2226896
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
21 Ahavat Zion St.
Tel Aviv, Israel 62153
(Address of principal executive offices)
+972-3-546-3251
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Section 8 - Other Events
Item 8.01 Other Events
Execution of Matrix Pharma, Inc. Term Sheet
On August 9th, 2005, Safetek International, Inc. (the "Registrant") and Matrix
Pharma, Inc., Delaware corporation ("Matrix"), entered into a Term Sheet (the
"Matrix Term Sheet"). Pursuant to the Matrix Term Sheet, at the closing, Matrix
will grant the Registrant an exclusive license in all of Matrix's intellectual
property rights in its Thrombin inhibition compounds.
The Registrant and Matrix agreed to jointly develop a research and development
program for the development of products based on the Thrombin inhibition
compounds and their approval by the federal Food and Drug Administration. The
four main stages of such research and development program and the estimated
duration and budget for each stage have been preliminarily agreed to, although
the parties expect that such figures will be substantially revised by the date
that a definitive agreement is entered into.
Matrix agreed to carry out such research and development program at the
Registrant's request and expense. The Registrant is under no obligation to
commence such research and development program and may do so in its sole
discretion. However, the Registrant shall not instruct Matrix to commence the
research and development program unless the Registrant has first secured funds
sufficient to fund at least the first two of the four stages contemplated. In
addition, if the Registrant instructs Matrix to commence such research and
development program, it shall first pay to Matrix the funds required to fund the
first stage contemplated. At the closing, the Registrant shall pay to Matrix
$60,000 as an advance towards the funding of the first stage of the research and
development program.
In further consideration for the license grant and its services rendered to the
Registrant in connection with the research and development program, Matrix shall
be paid certain specified amounts if the Registrant successfully achieves each
of certain specified milestones with respect to the development of products
based on the license granted to the Registrant. Such milestone payments shall be
paid, at the Registrant's discretion, either by cash or by the issuance of
shares of the Registrant to Matrix, based on the average price per share at
which the shares of the Registrant were traded during the last 60 days prior to
the issuance of such shares. In addition, the Registrant shall pay to Matrix a
certain percentage of all net sales of products covered by the license and any
income generated in connection therewith.
At Matrix's option, the license granted to the Registrant may be either
terminated or converted to a non-exclusive license if (a) the Registrant fails
to timely pay the applicable royalty payment or milestone payment after an
agreed grace period or (b) after the Registrant starts a project, the Registrant
fails to complete each stage of development, or fails to commence the next stage
of development within specified time periods after the previous one ended.
Matrix agreed to an exclusivity period until September 30, 2005 with the
Registrant, agreeing that for that period, it shall not negotiate any merger or
acquisition offers, licensing, or other conflicting transactions with other
parties without the written consent of the Registrant. During such period of
time, Matrix shall conduct its business solely in its ordinary course.
The Matrix Term Sheet is a non-binding document and the closing is subject to
the execution of mutually acceptable definitive agreements among the parties,
approval of the transaction and definitive agreements by the respective Boards
of Directors of the parties, completion of due diligence by both parties to
their satisfaction, and receipt of any required approvals of governmental
authorities or third parties. It is anticipated that the closing of such
transaction will take place by September 30, 2005
Execution of Serapis Technologies Inc.Term Sheet
On August 10, 2005, the Registrant and Serapis Technologies Inc., a Delaware
corporation ("Serapis"), and Serapis Biotech Ltd., a subsidiary of Serapis,
entered into a Term Sheet (the "Serapis Term Sheet"). Pursuant to the Term
Sheet, at the closing, the Registrant will purchase from Serapis its
intellectual property relating to chemical compounds designed to affect membrane
receptor activity. The Registrant will also be granted a one-year option to
purchase from Serapis certain equipment. In consideration for such assets,
Serapis and certain of its principals will receive from the Registrant a
specified amount of cash and shares of the common stock of the Registrant. Some
of the creditors of Serapis and some of the shareholders of Serapis are also
shareholders of the Registrant.
Serapis agreed that, until September 30, 2005, it shall not (a) sell, assign,
transfer or convey any of its assets; (b) without the prior written approval of
the Registrant, solicit any offers for, respond to any unsolicited offers for,
or enter into or conduct any negotiations with any other person, firm,
corporation or other entity in respect of the sale of all or any substantial
portion of its shares, or its assets or any substantial portion of such assets;
or (c) except as may be required under applicable law, disclose any non-public
information relating to its shares, assets or business.
The Serapis Term Sheet is a non-binding document and the closing is subject to
the execution of mutually acceptable definitive agreements among the parties,
approval of the transaction and definitive agreements by the respective Boards
of Directors of the parties, completion of due diligence by both parties to
their satisfaction, and receipt of any required approvals of governmental
authorities or third parties. In addition, the closing is subject to the
Registrant's receipt of a cash investment in the Registrant in an amount not
less than $500,000 no later September 23, 2005. It is anticipated that the
closing of such transaction will take place by September 30, 2005.
Execution of Cygnus Biotechnology Inc. Term Sheet
On August 10, 2005, the Registrant, Cygnus Biotechnology Inc., a Delaware
corporation ("Cygnus"), and Cygnus Biotech Israel Ltd., a subsidiary of Cygnus
(the "Cygnus Subsidiary", and together with the "Cygnus Companies") entered into
a Term Sheet (the "Cygnus Term Sheet"). Pursuant to the Term Sheet, at the
closing, the Cygnus Companies will grant to the Registrant exclusive licenses
relating to their intellectual property in their research regarding (1) stem
cells, (2) specific clinical applications or diseases in areas of cardiovascular
diseases, and (3) all other areas of cardiovascular diseases.
Such licenses shall be perpetual, except that the license in areas of
cardiovascular diseases not related to specific clinical applications or
diseases shall expire upon the occurrence of either of the following within 12
months after the closing: (1) the Registrant has not committed to finance a
budget of at least $1,500,000 for a joint research and development project
between the Registrant and Cygnus; or (2) the Registrant has not issued a
specified amount of shares of its common stock to certain of Cygnus's
principals. The Registrant and Cygnus also agreed to enter into an agreement for
the provision of research and development services with respect to the licensed
intellectual property, with all rights in the intellectual property developed
belonging to the Registrant.
In consideration for such licenses, Cygnus and certain of its principals will
receive from the Registrant a specified amount of cash and shares of the common
stock of the Registrant.
Cygnus agreed that until September 30, 2005, it shall not (a) sell, assign,
transfer or convey any of its assets; (b) without the prior written approval of
the Registrant, solicit any offers for, respond to any unsolicited offers for,
or enter into or conduct any negotiations with any other person, firm,
corporation or other entity in respect of the sale of all or any substantial
portion of its shares, or its assets or any substantial portion of such assets;
or (c) except as may be required under applicable law, disclose any non-public
information relating to its shares, assets or business.
The Cygnus Term Sheet is a non-binding document and the closing is subject to
the execution of mutually acceptable definitive agreements among the parties,
approval of the transaction and definitive agreements by the respective Boards
of Directors of the parties, completion of due diligence by both parties to
their satisfaction, and receipt of any required approvals of governmental
authorities or third parties. In addition, the closing is subject to the
Registrant's receipt of a cash investment in the Registrant in an amount not
less than $500,000. It is anticipated that the closing of such transaction will
take place by September 30, 2005.
Expiration of Exclusivity Period With NanoDiagnostics, Inc.
As previously reported on our Current Report of Form 8-K, filed with the
Securities and Exchange Commission on July 8, 2005, the Registrant entered into
a Term Sheet on July 5, 2005 with NanoDiagnostics, Inc. ("NanoDiagnostics"), a
Delaware corporation, and Judith Seligman, who is the principal of
NanoDiagnostics (the "NanoDiagnostics Term Sheet"). As previously reported, the
Registrant agreed, at closing, to invest in NanoDiagnostics an aggregate of
$650,000 in consideration for 70% of NanoDiagnostics' issued and outstanding
shares on a fully diluted basis, of which $15,000 was paid on July 6, 2005.
NanoDiagnostics also agreed that, for 30 days following the date of the
NanoDiagnostics Term Sheet, it shall not provide to any third party any option,
right of first offer or negotiation, right of first refusal, or other right,
whether vested or contingent, to acquire any portion of the shares or assets of
NanoDiagnostics. Such 30-day exclusivity period expired on August 5, 2005.
The Registrant and NanoDiagnostics agreed to terminate the transactions
contemplated by the NanoDiagnostics Term Sheet.
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.
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Shay Goldstein
Name: Shay Goldsten,
Title: Chairman, Chief Executive Officer,
Secretary, and Director
Date: August 11, 2005