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 26, 2005
SAFETEK INTERNATIONAL, INC.
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(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)
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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.
On September 27, 2005, Safetek International, Inc. (the "Registrant") retained
Price Waterhouse Coopers as its principal independent accountants. The decision
to retain Price Waterhouse Coopers was recommended and approved by the
Registrant's Board of Directors.
During the Registrant's two most recent fiscal years and through September 27,
2005:
(1) The Registrant did not consult Price Waterhouse Coopers regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Registrant's financial statements;
(2) Neither a written report nor oral advice was provided to the Registrant by
Price Waterhouse Coopers that they concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; and
(3) The Registrant did not consult Price Waterhouse Coopers regarding any matter
that was either the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-B and the related instructions) or any of the
reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
Section 8 - Other Events
Item 8.01. Other Events.
As previously disclosed on the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 11, 2005, the Registrant
and Matrix Pharma, Inc., a Delaware corporation ("Matrix"), had entered into a
Term Sheet (the "Term Sheet"), dated August 9, 2005. The Term Sheet is a
non-binding document and the closing was made subject to the execution of
mutually acceptable definitive agreements by September 30, 2005. Pursuant to the
Term Sheet, at the closing, Matrix is to grant the Registrant an exclusive
license in all of Matrix's intellectual property rights in its Thrombin
inhibition compounds. The Registrant and Matrix also 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. Among other things, at the closing, the Registrant is to pay to
Matrix $60,000 as an advance towards the funding of the first stage of the
research and development program (the $60,000 Advance").
On September 26, 2005, the Registrant and Matrix entered into a Side Letter
Agreement (the "Letter Agreement") extending the date by which a definitive
agreement must be agreed to from September 30, 2005 to October 31, 2005. In
consideration for such extension of the closing date, the Registrant agreed to
pay the $60,000 Advance prior to the closing, as follows: (a) $25,000 upon
execution of the Letter Agreement; (b) $20,000 upon the signing of a definitive
agreement; and (c) $15,000 at the closing. If a definitive agreement is not
signed by the Registrant and Matrix on or before October 31, 2005, then any
amounts paid by the Registrant to Matrix pursuant to the Letter Agreement shall
be returned to the Registrant within 60 days of the Registrant's notice.
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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.
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 28, 2005
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