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 30, 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 Identification No.)
incorporation)
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 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 30, 2005, a director of Safetek International, Inc. (the
"Registrant"), Tamar Tzaban-Nahomov ("Tamar"), entered into an employment
agreement with a subsidiary of the Registrant, Oriens Life Sciences (Israel),
Ltd. (the "Subsidiary"), pursuant to which Tamar was employed as the Chief
Financial Officer of the Subsidiary (the "Employment Agreement").
As compensation for her services, Tamar shall receive a monthly salary as
follows: During the first two months, the monthly salary shall be US$ 6,000;
during the third through fourth months, the monthly salary shall be US$ 7,000;
and thereafter the monthly salary shall be US$ 7,700. The salary shall be paid
in the currency of Israel translated pursuant to the official representative
rate of exchange of the US$ as published by the Bank of Israel on the payment
date. Tamar also shall be entitled to participate in the employee stock option
plan to be adopted by the Registrant as well as vacation, insurance benefits,
and use of a company automobile.
The term of the employment commenced as of September 1, 2005 and shall continue
until terminated by either party as provided in the employment agreement. The
Subsidiary may terminate the Employment Agreement without notice for cause or in
the event Tamar becomes disabled. Either party may terminate the Employment
Agreement without cause, for any reason whatsoever, upon 30 days notice within
the first year of Tamar's employment and upon 90 days prior written notice
thereafter.
During the term of the Employment Agreement and for a period of one year
thereafter, Tamar shall not compete with the Subsidiary nor solicit any of the
Subsidiary's employees or customers. Tamar agreed to hold the Subsidiary's
confidential information in strict confidence.
For all the terms of the Employment Agreement, reference is hereby made to such
agreement annexed hereto as Exhibit 10.12. All statements made herein concerning
such agreement are qualified by references to said exhibit.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 5.02.
On October 30, 2005, the Board of Directors of the Registrant appointed Tamar as
Chief Financial Officer of both the Registrant and the Subsidiary, in accordance
with the terms of the Employment Agreement described above under Item 1.01
(Entry into a Material Definitive Agreement).
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Tamar has been a director of the Registrant since May 4, 2005. Tamar has
extensive experience in analysis and value assessments for companies and
projects, business plans, credit allocation, financial planning and analysis,
accounting opinion and policy, auditing and investigative auditing of public
corporations; operation and construction of reporting and data analysis systems,
senior-level management, and management of computerized projects and information
systems. Since September 2004, Tamar has been an independent accountant and
business consultant. From 1999 to 2004, she served in Discount Bank, the third
largest bank in Israel, and during two of those years she served as director of
its economics-credit analysis department. Prior to that, Tamar served for ten
years in the Israel Securities Authority, during the last three of which she
served as the Deputy Director of Accounting and Reporting Department. Tamar
earned a BA in economics and an MBA from the Hebrew University of Jerusalem. She
is a licensed CPA in Israel.
Tamar serves as a director in providence fund of Mercantile Discount Bank. Tamar
has not been affiliated with any company that has filed for bankruptcy within
the last five years.
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 10.12 Employment Agreement, dated October 30, 2005,
by and between Oriens Life Sciences (Israel),
Ltd. and Tamar Tzaban-Nahomov
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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: November 3, 2005
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