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): March 23, 2006
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)
+972-3-561-3468
(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 8 - Other Events
Item 8.01 Other Events.
Term Sheet with Resdevco Ltd.
On March 23, 2006, Safetek International, Inc. ("Safetek") entered into a term
sheet with Resdevco Ltd, a company incorporated under the laws of Israel
("Resdevco"). The term sheet sets forth the principal terms of a proposed
agreement between Safetek and Resdevco, pursuant to which Resdevco will grant to
Safetek an exclusive, worldwide license (the "License") in Resdevco's
Antioxidant salicylate compounds (the "Licensed Technology").
Except for certain specified sections, the term sheet is a non-binding document.
The consummation of the transactions contemplated therein is subject to the
execution of mutually acceptable definitive agreement, approval of the
transaction and definitive agreements by the respective Boards of Directors of
the parties, completion of due diligence to the satisfaction of Safetek, receipt
of financial reports of the last three years, receipt of any required approvals
of governmental authorities, and receipt of necessary consents and approvals of
third parties. It is anticipated that a definitive agreement will be executed
within 60 days after the completion of Safetek's due diligence.
Pursuant to the License, Safetek will have the right to research, develop, make,
have made, use, sell, dispose, sub-lease, distribute, display, bundle, import
and export any and all products or services based on the Licensed Technology,
including a right to sub-license. The License will be exclusive, world-wide, and
perpetual, subject to certain earlier termination provisions. Safetek shall have
the right to terminate the License at any time, with prior written notice of 90
days. Resdevco will have the right, after prior written notice of 90 days, to
terminate the license or, at its option, to convert it into a non-exclusive
license, if Safetek fails to pay any payment pursuant to the definitive
agreement, or fails to satisfy certain milestones as set out in a Schedule to be
concluded and attached in the definitive agreement.
Safetek will be fully responsible for the development of the Licensed Technology
after the execution of the definitive agreements, at its own expense. Resdevco
will agree to assist Safetek in developing the Licensed Technology at the cost
and expense of Safetek. Any new intellectual property developed by Safetek based
on the Licensed Technology will be owned by Resdevco and subject to the License.
In consideration for the License, Safetek will pay to Resdevco a specified
license fee at the beginning of each year of the term of the License. Safetek
will also pay to Resdevco a percentage of its net sales of any products it
develops based on the License Technology and a specified portion of any
consideration or other benefits actually received by Safetek from third parties
in connection with sublicensing of the Licensed Technology.
Resdevco and its shareholders and directors agreed to refrain from negotiating
any licensing of the Licensed Technology until the earlier of signing the
definitive agreement, or receipt by Resdevco of notice from Safetek that it does
not wish to close the transaction, or the expiry of 90 days from the date of the
term sheet. Such agreement is binding.
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Upon the execution of a non-disclosure agreement and the term sheet, Safetek
will advance to Resdevco US$ 5,000. Additional US$ 5,000 will be advanced at the
beginning of each month thereafter, provided Resdevco continues to provide
Safetek with due diligence materials in its possession in timely manner, but not
more than 14 days after the date of request, until the earlier to occur of: (a)
Safetek finishes its due diligence, up to an aggregate amount (together with the
initial payment) of US$15,000, or (b) Safetek provides Resdevco with written
notice that it does not wish to close the transaction. All monthly payments will
be part of the total first year License Fee. No monthly payments will be paid to
Resdevco in the time period between completion of due diligence and signing the
definitive agreement.
Resignation of Dr. Yigal Koltin
Dr. Yigal Koltin resigned from his position as a director of Safetek shortly
after his appointment as director on February 5, 2006. In connection with his
resignation, all agreements previously entered into between Dr. Koltin and
Safetek were terminated. Following his resignation, Dr. Koltin agreed to provide
to Safetek, from time to time upon Safetek's request, consulting services at a
rate of $300 per hour.
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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/ Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer
Date: March 24, 2006
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