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): October 3, 2005
SMART ENERGY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-26027 87-0626333
(Commission File Number) (IRS Employer Identification No.)
207 Piaget Avenue
Clifton, NJ 07011
(Address of Principal Executive Offices, Zip Code)
(973) 340-6000
(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 October 3, 2005, Smart Energy Solutions, Inc. (the "Registrant) entered into
a Consulting Agreement (the "Consulting Agreement") with Peter Mateja.
Pursuant to the Consulting Agreement, Mr. Mateja is to be the Chief Executive
Officer of the Registrant. As compensation for his services, Mr. Mateja will
receive an annual base salary of $150,000 and an annual bonus of up to $50,000
based on the Registrant's performance and meeting established objectives which
shall be submitted by Mr. Mateja and approved by the Registrant's board of
directors. In addition, the Registrant granted to Mr. Mateja 3,000,000 stock
options, each of which gives Mr. Mateja the right to purchase one share of the
Registrant's common stock for $0.15. Such stock options shall vest pro ratably
every three months over the three year period commencing three months from
October 3, 2005. The vested stock options shall be exercisable until the earlier
of five years after vesting or 365 days after Mr. Mateja's termination. All
remaining stock options shall automatically vest upon the Registrant's change in
control.
The term of the Consultant Agreement is for one year, commencing on the date
thereof. The Registrant may, without cause and without notice, elect to
terminate the Consultant Agreement at any time provided that the Registrant pays
Mr. Mateja under normal payroll practices for the next three months immediately
following such termination. The Registrant may terminate the Consulting
Agreement for cause upon notice at anytime, and upon such termination, Mr.
Mateja shall be paid the base salary accrued through the termination date. Mr.
Mateja may terminate the Consultant Agreement upon 60 days written notice.
During the term and for a period of one year thereafter, Mr. Mateja shall not
compete with the Registrant nor solicit any of the Registrant's employees or
customers. Mr. Mateja 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 10.22. All statements
made herein concerning the foregoing agreements are qualified by references to
said exhibits.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Registrant is continuing to raise capital through a private placement of
units (the "Units") for $0.20 per Unit. Each Unit consists of one share of
common stock, one Class A warrant giving the holder the right to purchase one
share of stock at $0.45, which is exercisable for one year from the date of
issuance, and one Class B warrant giving the holder the right to purchase one
share of stock for $0.75, which is exercisable for three years from the date of
issuance (the "Placement"). As of October 10, 2005, the Company has received in
cash an aggregate of $2,600,000 as consideration for the sale of 13,000,000
units.
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The Placement is being made pursuant to Regulation S promulgated by the
Securities and Exchange Commission. The Registrant did not make any offers in
the United States, each of the purchasers was outside the United States, and
there were no selling efforts in the United States. Commissions in connection
with the Placement have been paid to non-US persons.
For all the terms and conditions of the subscription agreements, the Class A
Warrants, and the Class B Warrants executed in connection with the Placement,
reference is hereby made to the forms of such agreements, which are annexed as
exhibits to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 22, 2005. All statements made herein
concerning the Placements are qualified by references to said exhibits.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On October 3, 2005, Peter Mateja was appointed to serve as the Chief Executive
Officer of the Company. During 2000 to 2004, Mr. Mateja was the President and
Chief Executive Officer of Home and Park Motorhomes, a manufacturer of camper
vans having revenues exceeding $100,000,000. Mr. Mateja has been president and
chief executive officer and has held general management positions in automotive,
medium and heavy duty truck, RV, fire truck and body building manufacturers as
well as industrial manufacturers. He has led companies to significant revenue,
market share and earnings improvements. Mr. Mateja has led manufacturers such as
Navistar International Corporation Canada, E - One Canada, Amerock Canada and
SuperPac/Frink. He is also a former president of the Automotive Parts'
Manufacturers' Association. Mr. Mateja obtained a Master of Business
Administration degree from the University of Windsor in 1979.
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 10.22 Consultant Agreement, dated October 3, 2005, by and between
the Registrant and Peter Mateja
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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: October 11, 2005
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