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): January 16, 2006
SMART ENERGY SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(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))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Distributorship Agreement with Elcart Distribution S.P.A.
On January 15, 2006, Smart Energy Solutions, Inc. (the "Registrant") and Elcart
Distribution S.P.A. ("Elcart") entered into a distributorship agreement (the
"Elcart Agreement"). Pursuant to the Elcart Agreement, Elcart was appointed as
the exclusive distributor of the Registrant's Type I, Type II, and Type III
Battery Brain products (the "Battery Brain Products") in Italy with respect to
any person other than a person engaged in the business of manufacturing motor
vehicles and other than a national governmental body.
The term of the Agreement is for a one year period expiring on January 15, 2007.
The term shall be automatically renewed for successive one year periods unless
either party delivers to the other party notice of its intent not to renew no
later than 60 days prior to the expiration of the immediately preceding period.
During the term of the Elcart Agreement, Elcart shall purchase from time to time
from the Registrant, and the Registrant shall manufacture and sell to Superior,
units of the Battery Brain Products at certain prices specified therein. Elcart
may thereafter resell such units for its own account in Italy to any person
other than a person engaged in the business of manufacturing motor vehicles or a
person that is a national governmental body. Elcart is not required to purchase
any units of the Battery Brain Products; however, prior to every renewal of the
agreement, the parties must negotiate in good faith sales targets for such
renewal period, and Elcart shall purchase a quantity of units of the Battery
Brain Products equal to at least the sales targets agreed to for such renewal
period. If Elcart fails to meet the sales targets, the Registrant may terminate
the Agreement and take other remedial actions. During the Term, Elcart is
prohibited from manufacturing, marketing, or distributing any items that compete
with the Battery Brain Products. In addition, for a one year period after the
Term, Elcart may not solicit any customers or employees of the Registrant.
Distributorship Agreement with Superior Automotive Company
The Registrant and Superior Automotive Company ("Superior") entered into a
distributorship agreement (the "Superior Agreement"), dated November 30, 2005.
Pursuant to the Superior Agreement, Superior was appointed as the exclusive
distributor of a customized version of the Registrant's Battery Brain product in
the United States and Canada with respect to new automobile dealerships
(excluding dealerships that are original equipment manufacturers). The term of
the Superior Agreement is for a one year period expiring on November 30, 2006,
renewable annually. Either party may terminate the Superior Agreement upon 60
days prior written notice.
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During the term of the Superior Agreement, Superior shall purchase from time to
time from the Registrant, and the Registrant shall manufacture and sell to
Superior, units of the customized Battery Brain product at prices to be
negotiated between the parties. Superior may thereafter resell such units for
its own account to new automobile dealerships (excluding dealerships that are
original equipment manufacturers) located in the United States and Canada.
During each year of the Term and any renewals of the Term, Superior shall
purchase a quantity of units of the Products equal to at least the sales targets
agreed to for the applicable year. The sales targets for the initial one year
period and the first renewal period are set forth in the Agreement. With respect
to any additional renewals of the Term, sales targets shall be agreed to between
the parties for the applicable renewal period prior to such renewal. If Superior
fails to meet the sales targets, the Registrant may terminate the Agreement and
take other remedial actions. During the Term, Superior is prohibited from
manufacturing, marketing, or distributing any items that compete with the
Products. In addition, for a one year period after the Term, Superior may not
solicit any customers or employees of the Registrant.
For all the terms and conditions of the Elcart Agreement and the Superior
Agreement, reference is hereby made to such agreements annexed hereto as exhibit
10.23 and exhibit 10.24, respectively. All statements made herein concerning the
foregoing agreements are qualified by references to said exhibits.
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 10.23 Agreement, dated January 16, 2006, by and between the Registrant
and Elcart Distribution S.P.A.*
Exhibit 10.24 Agreement, dated November 30, 2005, by and between the Registrant
and Superior Automotive Company*
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* Portions of Exhibits 10.23 and 10.24 have been omitted pursuant to a request
for confidential treatment and have been filed separately with the Securities
and Exchange Commission.
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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.
SMART ENERGY SOLUTIONS, INC.
By: /s/ Pete Mateja
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Name: Pete Mateja
Title: Chief Executive Officer
Date: January 20, 2006
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