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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 4, 2006
RECLAMATION CONSULTING AND APPLICATIONS, INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
000-26017 58-2222646
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(Commission File Number) (IRS Employer Identification No.)
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
Telephone: (949) 609-0590
(Address and telephone number of principal executive offices
and place of business)
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))
Reclamation Consulting and Applications, Inc. ("we", "us" or the "Company")
files this report on Form 8-K to report the following:
Item 1.01 Entry into a Material Definitive Agreement
On January 4, 2006, we entered into an Exclusive License Agreement with
Billfighter Investments, Limited, an Anguilla limited liability company (the
"Licensor") pursuant to which we were granted the sole and exclusive, worldwide
right and license to use, produce, manufacture, market, sell and distribute the
Reliant III automated spray application system solely within mining and
aggregate industries, including the exclusive, worldwide right to modify, at our
expense, the Reliant III for application of our Alderox(TM) line of products,
including our Alderox(TM) ASA-12 release agent to rail cars. The Reliant III is
a fully automated robotic system used for the application of release agents such
as our Alderox(R) release agent products. The license granted pursuant to this
Exclusive License Agreement will continue until terminated by either party due
to a breach of the other's representations, warranties or covenants as contained
in the Exclusive License Agreement, or by us upon six months prior written
notice to Licensor.
As consideration for the license to the Reliant III, we have agreed to (i) issue
4,000,000 restricted shares of our common stock with piggyback registration
rights pursuant to a Subscription Agreement, dated as of January 4, 2006, by and
between us and Licensor (the "Subscription Agreement"); (ii) pay Licensor the
aggregate principal sum of One Hundred Eighty Thousand Dollars ($180,000)
accruing interest on the balance outstanding at the rate of 10% per annum
pursuant to a Promissory Note (the "Note"), dated as of January 4, 2006; and
(iii) pay cash royalties equal to ten percent (10%) of the net revenues
generated by us from the sale and distribution of our Alderox(TM) products for
application to rail cars using the Reliant III. Any failure to repay Licensor
all amounts due under the Note when due constitutes an "Event of Default" and
allows Licensor to declare such amounts immediately due and payable without
presentment, demand, protest or other notice of any kind. We believe the
issuance of the restricted shares of our common stock to Licensor pursuant to
the Subscription Agreement is exempt from the registration requirements of the
Securities Act of 1933 pursuant to Section 4(2) and/or Regulation D promulgated
thereunder.
A copy of the Exclusive License Agreement is attached as a copy to this Current
Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The response in Item 1.01 is hereby incorporated into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The response in Item 1.01 is hereby incorporated into this Item 3.02.
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Item 8.01 Other Events
On January 4, 2006, we issued a press release wherein we announced our entry
into the Exclusive License Agreement with Billfighter Investments, Limited for
the Reliant III automated spray application system. A copy of this press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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10.26 Exclusive License Agreement, dated as of January 4, 2006, by
and between Reclamation Consulting and Applications, Inc. and
Billfighter Investments, Limited.
10.27 Subscription Agreement, dated as of January 4, 2006, by and
between Reclamation Consulting and Applications, Inc. and
Billfighter Investments, Limited, attached as Exhibit A to the
Exclusive License Agreement, dated as of January 4, 2006, by
and between Reclamation Consulting and Applications, Inc. and
Billfighter Investments, Limited.
10.28 Promissory Note, dated as of January 4, 2006, by Reclamation
Consulting and Applications, Inc. in favor of Billfighter
Investments, Limited, attached as Exhibit B to the Exclusive
License Agreement, dated as of January 4, 2006, by and between
Reclamation Consulting and Applications, Inc. and Billfighter
Investments, Limited
99.1 Press Release, dated January 4, 2006 announcing entry into
exclusive license agreement for the Reliant III automated
spray application system.
SIGNATURES:
Pursuant to the requirement 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.
Reclamation Consulting and Applications, Inc.
By: /s/ Gordon Davies
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Gordon Davies, Chief Executive Officer
Dated: January 9, 2006
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