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): September 13, 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
incorporation) Identification No.)
23 Aminadav St.
Tel Aviv, Israel, 67898
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(Address of principal executive offices)
+972-3-561-3465
(Registrant's Telephone Number, Including Area Code)
21 Ahavat Zion Street
Tel Aviv, Israel 62153
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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))
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Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
Safetek International, Inc. (the "Registrant") has changed its principal
independent accountants. On September 13, 2005, the Registrant dismissed Sherb &
Co., LLP (the "Former Accountant") from serving as the Registrant's principal
independent accountants. The Company is in the process of seeking new
accountants. The decision to change accountants was recommended and approved by
the Registrant's Board of Directors.
The Former Accountant was the independent registered public accounting firm for
the Registrant during the period beginning with the Registrant's quarter ended
September 30, 2004 and ending with their dismissal on September 13, 2005. The
reports of the Former Accountant on the financial statements for the above
period, including Form 10-KSB for the year ended December 31, 2004, contained no
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope, or accounting principle, except that the report(s)
of the Former Accountant for the above period included a qualification in which
the Former Accountant noted substantial doubt about the Registrant's ability to
continue as a going concern. In addition, during the above period, there were no
disagreements with the Former Accountant on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of the Former
Accountant, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports. None of the reportable events set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred within the
Registrant's two most recent fiscal years nor through September 13, 2005.
The Registrant has provided the Former Accountant with a copy of this disclosure
and has requested that the Former Accountant furnish it with a letter addressed
to the U.S. Securities and Exchange Commission ("SEC") stating whether it agrees
with the above statements, and if not, stating the respects in which it does not
agree. A copy of the letter from the Former Accountant addressed to the SEC,
dated September 14, 2005 is filed as Exhibit 16.1 to this Current Report on Form
8-K.
Section 8 - Other Events
Item 8.01. Other Events.
On September 15, 2005, the Registrant adopted the 2005
Employees/Consultants/Directors Stock Compensation Plan (the "Plan"), pursuant
to which the Registrant is authorized to sell shares or stock options to certain
eligible individuals who render services to the Registrant, including officers
and selected key employees, advisors and consultants of the Registrant. The
maximum number of shares that may be issued under the Plan is 10,600,000 shares
of common stock. At the Registrant's discretion, any of the stock options
granted under the Plan may be granted pursuant to Section 102 of the Israeli
Income Tax Ordinance to eligible individuals that are Israeli residents. The
price of shares sold under the Plan shall be determined by the Registrant, but
shall not be less than 90% of the fair market value of shares. The price of
stock options, the exercise price of such stock options, and the terms of the
exercise of such stock options shall be determined by the Registrant.
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On September 15, 2005, pursuant to the Plan, the Registrant authorized the grant
of stock options under Section 102 of the Israeli Income Tax Ordinance for the
purchase of an aggregate of 5,318,893 shares of its common stock to the
following persons in the amount set forth next to their name: Jean-Pierre Elisha
Martinez - 265,945; Gilad Yoeli - 265,945; Tamar Tzaban Nuhomov - 2,127,557; and
Shay Goldstein - 2,659,446. The exercise price of such stock options is US$0.10
per share. The granting of such stock options is subject to (a) the execution of
a stock option agreement by each optionee and (b) the approval of the
appropriate Israeli tax authorities and the appointment of a trustee pursuant to
Section 102 of the Israeli Income Tax Ordinance.
For all the terms of the Plan reference is hereby made to the Plan, which is
annexed hereto as Exhibit 99.1. All statements made herein concerning the Plan
are qualified by references to said exhibit.
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 16.1 Letter from Sherb & Co., LLP to the Securities and
Exchange Commission, dated September 14, 2005, on the
change in the certifying accountant
Exhibit 99.1 2005 Employees/Consultants/Directors Stock Compensation
Plan, adopted by the Registrant on September 15, 2005.
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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.
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Shay Goldstein
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Name: Shay Goldsten,
Title: Chairman, Chief Executive Officer,
Secretary, and Director
Date: September 19, 2005
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